Common use of Assumption and Retention of Liabilities; Related Assets; Management of Certain Actions Clause in Contracts

Assumption and Retention of Liabilities; Related Assets; Management of Certain Actions. (a) From and after the Operational Separation Date, except as expressly provided otherwise in this Agreement or in any Transfer Document, the HPI Entities shall assume or retain and HP hereby agrees to pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities (including those arising under any Action) with respect to the employment of all HPI Employees, whether arising before, on or after the Operational Separation Date; (ii) all Liabilities (including those arising under any Action) with respect to the employment of each Former Employee who HP and Enterprise reasonably agree was providing services primarily to the HPI Business at the time of termination of employment, whether arising before, on or after the Operational Separation Date; (iii) fifty percent (50%) of the Liabilities (including those arising under any Action) with respect to the employment of each Former Employee who HP and Enterprise do not reasonably agree was providing services primarily to the HPI Business or the Enterprise Business at the time of termination of employment, in each case whether arising before, on or after the Operational Separation Date; and (iv) any other Liabilities expressly assigned to HP or any HPI Entity under this Agreement or in any Transfer Document. All Assets held in trust to fund the HP Benefit Plans and all insurance policies funding the HP Benefit Plans shall be Excluded Assets (as defined in the Separation Agreement), except (A) to the extent specifically provided otherwise in this Agreement or in any Transfer Document and (B) any shares of Enterprise Common Stock received by the Israeli trust funding HP Options and HP RSU Awards covered by Section 102 of the Israeli Income Tax Ordinance [New Version] 1961 shall be Enterprise Assets. (b) From and after the Operational Separation Date, except as expressly provided otherwise in this Agreement or in any Transfer Document, the Enterprise Entities shall assume or retain, as applicable, and Enterprise hereby agrees to pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities (including those arising under any Action) with respect to the employment of all Enterprise Employees, whether arising before, on or after the Operational Separation Date; (ii) all Liabilities (including those arising under any Action) with respect to the employment of each Former Employee who HP and Enterprise reasonably agree was providing services primarily to the Enterprise Business at the time of termination of employment, whether arising before, on or after the Operational Separation Date; (iii) fifty percent (50%) of the Liabilities (including those arising under any Action) with respect to the employment of each Former Employee who HP and Enterprise do not reasonably agree was providing services primarily to the HPI Business or the Enterprise Business at the time of termination of employment, in each case whether arising before, on or after the Operational Separation Date; and (iv) any other Liabilities expressly assigned to Enterprise or any Enterprise Entity under this Agreement or in any Transfer Document. All Assets held in trust to fund the Enterprise Benefit Plans and all insurance policies funding the Enterprise Benefit Plans shall be Enterprise Assets (as defined in the Separation Agreement), except to the extent specifically provided otherwise in this Agreement or in any Transfer Document. (c) Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, (i) all Liabilities described in Section 2.3(c)(iii) of the Separation Agreement (relating to claims for indemnification and breach of fiduciary duty) and (ii) all Liabilities with respect to compensation and benefits of Service Providers who are consultants or independent contractors shall be governed exclusively by the Separation Agreement. (d) Notwithstanding the foregoing provisions of this Section 2.2, except as otherwise provided in any Transaction Document, with respect to Delayed Transfer Employees: (i) The Enterprise Entities shall assume or retain, as applicable, and Enterprise hereby agrees to pay, perform, fulfill and discharge, in due course in full, (A) all Liabilities under all Enterprise Benefit Plans with respect to all Delayed Transfer Employees and their respective dependents and beneficiaries and (B) all Liabilities (including those arising under any Action) with respect to the employment of all Delayed Transfer Employees to the extent arising in connection with or as a result of their employment with the Enterprise Group; and (ii) The HPI Entities shall assume or retain, as applicable, and HP hereby agrees to pay, perform, fulfill and discharge, in due course in full, (A) all Liabilities under all HP Benefit Plans with respect to all Delayed Transfer Employees who become employed by the HPI Group and their respective dependents and beneficiaries and (B) all Liabilities (including those arising under any Action) with respect to the employment of all Delayed Transfer Employees who become employed by the HPI Group to the extent arising in connection with or as a result of their employment with the HPI Group.

Assumption and Retention of Liabilities; Related Assets; Management of Certain Actions. (a) From and after the Operational Separation Date, except as expressly provided otherwise in this Agreement or in any Transfer Document, the HPI Houston Entities shall assume or retain and HP Houston hereby agrees to pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities (including those arising under any Action) with respect to the employment of all HPI Houston Employees, whether arising before, on or after the Operational Separation Date; (ii) all Liabilities (including those arising under any Action) with respect to the employment of each Former Employee who HP and Enterprise reasonably agree was providing services primarily to the HPI Business at the time of termination of employment, whether arising before, on or after the Operational Separation Date; (iii) fifty percent (50%) all Liabilities arising out of any failure, by the Liabilities (including those arising under any Action) with respect Houston Entities or, prior to the employment Closing Date, the Seattle Entities, to comply with the provisions of each Former Employee who HP and Enterprise do not reasonably agree was providing services primarily to any Automatic Transfer Regulations or similar applicable regulatory regime in implementing the HPI Business or the Enterprise Business at the time of termination of employment, in each case whether arising before, on or after the Operational Separation Datematters contemplated by this Agreement; and (iv) any other Liabilities expressly assigned to HP Houston or any HPI Houston Entity under this Agreement or in any Transfer Document. All Assets held in trust to fund the HP Houston Benefit Plans and all insurance policies funding the HP Houston Benefit Plans shall be Excluded Assets (as defined in the Separation Agreement), except (A) to the extent specifically provided otherwise in this Agreement or in any Transfer Document and (B) any shares of Enterprise Common Stock Miami Ordinary Shares received by the Israeli trust funding HP Houston Options and HP Houston RSU Awards covered by Section 102 of the Israeli Income Tax Ordinance [New Version] 1961 shall be Enterprise Seattle Assets. (b) From and after the Operational Separation Date, except as expressly provided otherwise in this Agreement or in any Transfer Document, the Enterprise Seattle Entities shall assume or retain, as applicable, and Enterprise Seattle hereby agrees to pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities (including those arising under any Action) with respect to the employment of all Enterprise Seattle Employees, whether arising before, on or after the Operational Separation Date; (ii) all Liabilities (including those arising under out of any Action) with respect to the employment of each Former Employee who HP failure, by Miami and Enterprise reasonably agree was providing services primarily to the Enterprise Business at the time of termination of employment, whether arising before, its Affiliates or on or after the Operational Separation Closing Date; (iii) fifty percent (50%) , the Seattle Entities, to comply with the provisions of any Automatic Transfer Regulations or similar applicable regulatory regime in implementing the Liabilities (including those arising under any Action) with respect to the employment of each Former Employee who HP and Enterprise do not reasonably agree was providing services primarily to the HPI Business or the Enterprise Business at the time of termination of employment, in each case whether arising before, on or after the Operational Separation Datematters contemplated by this Agreement; and (iviii) any other Liabilities expressly assigned to Enterprise Seattle or any Enterprise Seattle Entity under this Agreement or in any Transfer Document. All Assets held in trust to fund the Enterprise Seattle Benefit Plans and all insurance policies funding the Enterprise Seattle Benefit Plans shall be Enterprise Seattle Assets (as defined in the Separation Agreement), except to the extent specifically provided otherwise in this Agreement or in any Transfer Document. (c) Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, (i) all Liabilities described in Section 2.3(c)(iii) of the Separation Agreement (relating to claims for indemnification and breach of fiduciary duty) and (ii) all Liabilities with respect to compensation and benefits of Service Providers who are consultants or independent contractors shall be governed exclusively by the Separation Agreement. (d) Notwithstanding For the foregoing provisions avoidance of doubt, nothing in this Section 2.2, except as otherwise provided Agreement alters in any Transaction Documentway the allocation of assets, with respect to Delayed Transfer Employees: (i) The Enterprise Entities shall assume or retainliabilities, obligations and the like as applicable, and Enterprise hereby agrees to pay, perform, fulfill and discharge, in due course in full, (A) all Liabilities under all Enterprise Benefit Plans with respect to all Delayed Transfer Employees and their respective dependents and beneficiaries and (B) all Liabilities (including those arising under any Action) with respect between the parties to the employment of all Delayed Transfer Employees to the extent arising in connection with or as a result of their employment with the Enterprise Group; and (ii) The HPI Entities shall assume or retain, as applicable, and HP hereby agrees to pay, perform, fulfill and discharge, in due course in full, (A) all Liabilities under all HP Benefit Plans with respect to all Delayed Transfer Employees who become employed by the HPI Group and their respective dependents and beneficiaries and (B) all Liabilities (including those arising under any Action) with respect to the employment of all Delayed Transfer Employees who become employed by the HPI Group to the extent arising in connection with or as a result of their employment with the HPI GroupHistorical Employee Matters Agreement.

Assumption and Retention of Liabilities; Related Assets; Management of Certain Actions. (a) From and after the Operational Separation Date, except as expressly provided otherwise in this Agreement or in any Transfer Document, the HPI Houston Entities shall assume or retain and HP Houston hereby agrees to pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities (including those arising under any Action) with respect to the employment of all HPI Houston Employees, whether arising before, on or after the Operational Separation Date; (ii) all Liabilities (including those arising under any Action) with respect to the employment of each Former Employee who HP Houston and Enterprise reasonably Xxxxxxx agree after reviewing available evidence was providing services primarily to the HPI Houston Business at the time of termination of employment, whether arising before, on or after the Operational Separation Date; (iii) fifty percent (50%) of the Liabilities (including those arising under any Action) with respect to the employment of each Former Employee who HP Houston and Enterprise do not reasonably Xxxxxxx are unable in good faith to agree after reviewing available evidence was providing services primarily to the HPI Houston Business or the Enterprise Xxxxxxx Business at the time of termination of employment, in each case whether arising before, on or after the Operational Separation Date; and (iv) any other Liabilities expressly assigned to HP Houston or any HPI Houston Entity under this Agreement or in any Transfer Document. All Assets held in trust to fund the HP Houston Benefit Plans and all insurance policies funding the HP Houston Benefit Plans shall be Excluded Assets (as defined in the Separation Agreement), except (A) to the extent specifically provided otherwise in this Agreement or in any Transfer Document and (B) any shares of Enterprise Chicago Common Stock received by the Israeli trust funding HP Houston Options and HP Houston RSU Awards covered by Section 102 of the Israeli Income Tax Ordinance [New Version] 1961 shall be Enterprise Xxxxxxx Assets. (b) From and after the Operational Separation Date, except as expressly provided otherwise in this Agreement or in any Transfer Document, the Enterprise Xxxxxxx Entities shall assume or retain, as applicable, and Enterprise Xxxxxxx hereby agrees to pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities (including those arising under any Action) with respect to the employment of all Enterprise Xxxxxxx Employees, whether arising before, on or after the Operational Separation Date; (ii) all Liabilities (including those arising under any Action) with respect to the employment of each Former Employee who HP Houston and Enterprise reasonably Xxxxxxx agree after reviewing available evidence was providing services primarily to the Enterprise Xxxxxxx Business at the time of termination of employment, whether arising before, on or after the Operational Separation Date; (iii) fifty percent (50%) of the Liabilities (including those arising under any Action) with respect to the employment of each Former Employee who HP Houston and Enterprise do not reasonably Xxxxxxx are unable in good faith to agree after reviewing available evidence was providing services primarily to the HPI Houston Business or the Enterprise Xxxxxxx Business at the time of termination of employment, in each case whether arising before, on or after the Operational Separation Date; and (iv) any other Liabilities expressly assigned to Enterprise Xxxxxxx or any Enterprise Xxxxxxx Entity under this Agreement or in any Transfer Document. All Assets held in trust to fund the Enterprise Xxxxxxx Benefit Plans and all insurance policies funding the Enterprise Xxxxxxx Benefit Plans shall be Enterprise Xxxxxxx Assets (as defined in the Separation Agreement), except to the extent specifically provided otherwise in this Agreement or in any Transfer Document. (c) Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, (i) all Liabilities described in Section 2.3(c)(iii) of the Separation Agreement (relating to claims for indemnification and breach of fiduciary duty) and (ii) all Liabilities with respect to compensation and benefits of Service Providers who are consultants or independent contractors shall be governed exclusively by the Separation Agreement. (d) Notwithstanding For the foregoing provisions avoidance of doubt, nothing in this Section 2.2, except as otherwise provided Agreement alters in any Transaction Documentway the allocation of assets, with respect to Delayed Transfer Employees: (i) The Enterprise Entities shall assume or retainliabilities, obligations and the like as applicable, and Enterprise hereby agrees to pay, perform, fulfill and discharge, in due course in full, (A) all Liabilities under all Enterprise Benefit Plans with respect to all Delayed Transfer Employees and their respective dependents and beneficiaries and (B) all Liabilities (including those arising under any Action) with respect between the parties to the employment of all Delayed Transfer Employees to the extent arising in connection with or as a result of their employment with the Enterprise Group; and (ii) The HPI Entities shall assume or retain, as applicable, and HP hereby agrees to pay, perform, fulfill and discharge, in due course in full, (A) all Liabilities under all HP Benefit Plans with respect to all Delayed Transfer Employees who become employed by the HPI Group and their respective dependents and beneficiaries and (B) all Liabilities (including those arising under any Action) with respect to the employment of all Delayed Transfer Employees who become employed by the HPI Group to the extent arising in connection with or as a result of their employment with the HPI GroupHistorical Employee Matters Agreement.

Assumption and Retention of Liabilities; Related Assets; Management of Certain Actions. (a) From and after the Operational Separation Date, except as expressly provided otherwise in this Agreement or in any Transfer Document, the HPI Entities shall assume or retain and HP hereby agrees to pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities (including those arising under any Action) with respect to the employment of all HPI Employees, whether arising before, on or after the Operational Separation Date; (ii) all Liabilities (including those arising under any Action) with respect to the employment of each Former Employee who HP and Enterprise reasonably agree was providing services primarily to the HPI Business at the time of termination of employment, whether arising before, on or after the Operational Separation Date; (iii) fifty percent (50%) of the Liabilities (including those arising under any Action) with respect to the employment of each Former Employee (A) who served in a global functions position at the time of termination of employment or (B) who HP and Enterprise do not reasonably agree was providing services primarily to the HPI Business or the Enterprise Business at the time of termination of employment, in each case whether arising before, on or after the Operational Separation Date; provided that this clause (iii) shall not apply to any Former Employee described in Section 2.2(a)(ii) or Section 2.2(b)(ii), and (iv) any other Liabilities expressly assigned to HP or any HPI Entity under this Agreement or in any Transfer Document. All Assets held in trust to fund the HP Benefit Plans and all insurance policies funding the HP Benefit Plans shall be Excluded Assets (as defined in the Separation Agreement), except (A) to the extent specifically provided otherwise in this Agreement or in any Transfer Document and (B) any shares of Enterprise Common Stock received by the Israeli trust funding HP Options and HP RSU Awards covered by Section 102 of the Israeli Income Tax Ordinance [New Version] 1961 shall be Enterprise Assets. (b) From and after the Operational Separation Date, except as expressly provided otherwise in this Agreement or in any Transfer Document, Enterprise and the Enterprise Entities shall assume or retain, as applicable, and Enterprise hereby agrees to pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities (including those arising under any Action) with respect to the employment of all Enterprise Employees, whether arising before, on or after the Operational Separation Date; (ii) all Liabilities (including those arising under any Action) with respect to the employment of each Former Employee who HP and Enterprise reasonably agree was providing services primarily to the Enterprise Business at the time of termination of employment, whether arising before, on or after the Operational Separation Date; (iii) fifty percent (50%) of the Liabilities (including those arising under any Action) with respect to the employment of each Former Employee (A) who served in a global functions position at the time of termination of employment or (B) who HP and Enterprise do not reasonably agree was providing services primarily to the HPI Business or the Enterprise Business at the time of termination of employment, in each case whether arising before, on or after the Operational Separation Date; provided that this clause (iii) shall not apply to any Former Employee described in Section 2.2(a)(ii) or Section 2.2(b)(ii); and (iv) any other Liabilities expressly assigned to Enterprise or any Enterprise Entity under this Agreement or in any Transfer Document. All Assets assets held in trust to fund the Enterprise Benefit Plans and all insurance policies funding the Enterprise Benefit Plans shall be Enterprise Assets (as defined in the Separation Agreement), except to the extent specifically provided otherwise in this Agreement or in any Transfer DocumentAgreement. (c) Notwithstanding anything in this Agreement or the Separation Agreement to the contrary, (i) all Liabilities described in Section 2.3(c)(iii) of the Separation Agreement (relating to claims for indemnification and breach of fiduciary duty) and (ii) all Liabilities with respect to compensation and benefits of Service Providers who are consultants or independent contractors shall be governed exclusively by the Separation Agreement. (d) Notwithstanding the foregoing provisions of this Section 2.2, except as otherwise provided in any Transaction Document, with respect to Delayed Transfer Employees: (i) The Enterprise and the Enterprise Entities shall assume or retain, as applicable, and Enterprise hereby agrees to pay, perform, fulfill and discharge, in due course in full, (A) all Liabilities under all Enterprise Benefit Plans with respect to all Delayed Transfer Employees and their respective dependents and beneficiaries and (B) all Liabilities (including those arising under any Action) with respect to the employment of all Delayed Transfer Employees to the extent arising in connection with or as a result of their employment with the Enterprise Group; and (ii) The HP and the HPI Entities shall assume or retain, as applicable, and HP hereby agrees to pay, perform, fulfill and discharge, in due course in full, (A) all Liabilities under all HP Benefit Plans with respect to all Delayed Transfer Employees who become employed by the HPI Group and their respective dependents and beneficiaries and (B) all Liabilities (including those arising under any Action) with respect to the employment of all Delayed Transfer Employees who become employed by the HPI Group to the extent arising in connection with or as a result of their employment with the HPI Group.