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

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as expressly provided in this Agreement, the Parent Entities shall assume or retain and Parent hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Parent Employees, Former Parent Employees and their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any Parent Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Entity), in each case to the extent arising in connection with or as a result of employment with or the performance of services to any Parent Entity, and (iii) any other Liabilities expressly assigned to Parent under this Agreement. All assets held in trust to fund the Parent Benefit Plans and all insurance policies funding the Parent Benefit Plans shall be Parent Assets (as defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this Agreement. (b) From and after the Distribution Date, except as expressly provided in this Agreement, Xxxxx Xxxxxxx and the Xxxxx Xxxxxxx Entities shall assume or retain, as applicable, and Xxxxx Xxxxxxx hereby agrees to pay, perform, fulfill and discharge, (i) all Liabilities under all Xxxxx Xxxxxxx Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Xxxxx Xxxxxxx Employees and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity), and their dependents and beneficiaries, and (iii) all Liabilities that are expressly assigned to Xxxxx Xxxxxxx or any Xxxxx Xxxxxxx Entity under this Agreement.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as expressly provided in this Agreement, the Parent IAC Entities shall assume or retain and Parent IAC hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent IAC Benefit PlansPlans with respect to all IAC Employees, Former IAC Employees and their dependents and beneficiaries, (ii) all Liabilities with respect to the employment or termination of employment of all Parent IAC Employees, Former Parent IAC Employees and their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any Parent IAC Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent IAC Entity), in each case to the extent arising in connection with or as a result of employment with or the performance of services to any Parent IAC Entity, and (iii) any other Liabilities expressly assigned to Parent IAC under this Agreement. All assets held in trust to fund the Parent IAC Benefit Plans and all insurance policies funding the Parent IAC Benefit Plans shall be Parent IAC Assets (as defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this Agreement. (b) From and after the Distribution Date, except as expressly provided in this Agreement, Xxxxx Xxxxxxx TM and the Xxxxx Xxxxxxx TM Entities shall assume or retain, as applicable, and Xxxxx Xxxxxxx TM hereby agrees to pay, perform, fulfill and discharge, in due course in full, (i) all Liabilities under all Xxxxx Xxxxxxx TM Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Xxxxx Xxxxxxx TM Employees, Former TM Employees and their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of Xxxxx Xxxxxxx TM or a Xxxxx Xxxxxxx any TM Entity or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx TM or a Xxxxx Xxxxxxx TM Entity), in each case to the extent arising in connection with or as a result of employment with or the performance of services to any TM Entity and (iii) any other Liabilities expressly assigned to TM or any TM Entity under this Agreement. (c) From and after the Distribution Date, except as expressly provided in this Agreement, Interval and the Interval Entities shall assume or retain, as applicable, and Interval hereby agrees to pay, perform, fulfill and discharge, in due course in full, (i) all Liabilities under all Interval Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Interval Employees, Former Interval Employees and their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of Interval or any Interval Entity or in any other employment, non-employment, or retainer arrangement, or relationship with Interval or an Interval Entity), in each case to the extent arising in connection with or as a result of employment with or the performance of services to any Interval Entity and (iii) all any other Liabilities that are expressly assigned to Xxxxx Xxxxxxx Interval or any Xxxxx Xxxxxxx Interval Entity under this Agreement. (d) From and after the Distribution Date, except as expressly provided in this Agreement, HSN and the HSN Entities shall assume or retain, as applicable, and HSN hereby agrees to pay, perform, fulfill and discharge, in due course in full, (i) all Liabilities under all HSN Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all HSN Employees, Former HSN Employees and their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of HSN or any HSN Entity or in any other employment, non-employment, or retainer arrangement, or relationship with HSN or an HSN Entity), in each case to the extent arising in connection with or as a result of employment with or the performance of services to any HSN Entity and (iii) any other Liabilities expressly assigned to HSN or any HSN Entity under this Agreement. (e) From and after the Distribution Date, except as expressly provided in this Agreement, Tree and the Tree Entities shall assume or retain, as applicable, and Tree hereby agrees to pay, perform, fulfill and discharge, in due course in full, (i) all Liabilities under all Tree Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Tree Employees, Former Tree Employees and their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of Tree or any Tree Entity or in any other employment, non-employment, or retainer arrangement, or relationship with Tree or a Tree Entity), in each case to the extent arising in connection with or as a result of employment with or the performance of services to any Tree Entity and (iii) any other Liabilities expressly assigned to Tree or any Tree Entity under this Agreement.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, EWS shall, or shall cause one or more members of the Parent Entities shall EWS Group to, assume or retain and Parent EWS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent EWS Benefit PlansPlans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of employment service of all Parent EWS Employees, Former Parent Employees and EWS Employees, their dependents and beneficiaries, beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any Parent Entity member of the EWS Group or in any other employment, non-employment, or retainer arrangement, arrangement or relationship with any Parent Entitymember of the EWS Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services to for any Parent Entitymember of the EWS Group, and (iii) any other Liabilities expressly assigned to Parent assumed by or retained by EWS or any of its Subsidiaries or Affiliates under this Agreement. All assets held For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the EWS Group as provided for in trust this Section 2.01(a) are intended to fund the Parent Benefit Plans and all insurance policies funding the Parent Benefit Plans shall be Parent Assets (EWS Liabilities as such term is defined in the Separation Agreement, and Distribution Agreement)(y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, except to the extent specifically provided otherwise in this AgreementFormer EWS Employees, their dependants, beneficiaries, alternate payees and surviving spouses. (b) From and after As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Xxxxx Xxxxxxx and SNI shall, or shall cause one or more members of the Xxxxx Xxxxxxx Entities shall SNI Group to, assume or retain, as applicableretain for each EWS Benefit Plan, and Xxxxx Xxxxxxx SNI hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities in respect of SNI Participants under all Xxxxx Xxxxxxx EWS Benefit Plans arising prior to and during the Transition Period for each EWS Benefit Plan, (ii) all Liabilities under all SNI Benefit Plans, (iiiii) all Liabilities with respect to the employment, service, retirement, termination of employment or termination of employment service of all Xxxxx Xxxxxxx Employees SNI Employees, Former SNI Employees, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity any member of the SNI Group or in any other employment, non-employment, or retainer arrangement, arrangement or relationship with Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entityany member of the SNI Group), and their dependents (iv) any other Liabilities expressly assumed or retained by SNI or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and beneficiariesthe avoidance of doubt, (x) the Liabilities assumed or retained by the SNI Group as provided for in this Section 2.01(b) are intended to be SNI Liabilities as such term is defined in the Separation Agreement, and (iiiy) the Parties intend such Liabilities assumed or retained by the SNI Group include retirement benefits and health and welfare plan benefits under the SNI Benefit Plans for all SNI Employees, Former SNI Employees, their dependents, beneficiaries, alternate payees and surviving spouses. (c) From time to time after the Distribution, SNI shall promptly reimburse EWS, upon EWS’ presentation of such substantiating documentation as SNI shall reasonably request, for the cost of any Liabilities satisfied by EWS or its Subsidiaries or Affiliates that are expressly assigned are, or that have been made pursuant to Xxxxx Xxxxxxx this Agreement, the responsibility of SNI or any Xxxxx Xxxxxxx Entity under of its Subsidiaries or Affiliates. (d) From time to time after the Distribution, EWS shall promptly reimburse SNI, upon SNI’s presentation of such substantiating documentation as EWS shall reasonably request, for the cost of any Liabilities satisfied by SNI or its Subsidiaries or Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of EWS or any of its Subsidiaries or Affiliates.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution DateMandatory Exchange Effective Time, except as expressly provided in this Agreement, the Parent IAC Entities shall assume or retain and Parent IAC hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent IAC Benefit PlansPlans with respect to all IAC Employees, Former IAC Employees and their dependents and beneficiaries, (ii) all Liabilities with respect to the employment or termination of employment of all Parent Employees, Former Parent IAC Employees and their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any Parent Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Entity)Former IAC Employees, in each case to the extent arising in connection with or as a result of employment with or the performance of services to any Parent IAC Entity, and (iii) any other Liabilities expressly assigned to Parent IAC under this Agreement. All assets held in trust to fund the Parent IAC Benefit Plans and all insurance policies funding the Parent IAC Benefit Plans shall be Parent New IAC Assets (as defined in the Separation and Distribution Transaction Agreement), except to the extent specifically provided otherwise in this Agreement. (b) From and after the Distribution DateMandatory Exchange Effective Time, except as expressly provided in this Agreement, Xxxxx Xxxxxxx Match and the Xxxxx Xxxxxxx Match Entities shall assume or retain, as applicable, and Xxxxx Xxxxxxx Match hereby agrees to pay, perform, fulfill and discharge, in due course in full, (i) all Liabilities under all Xxxxx Xxxxxxx Match Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Xxxxx Xxxxxxx Match Employees and other service providers (including Former Match Employees, in each case to the extent arising in connection with or as a result of employment with or the performance of services to any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Match Entity), and their dependents and beneficiaries, and (iii) all any other Liabilities that are expressly assigned to Xxxxx Xxxxxxx Match or any Xxxxx Xxxxxxx Match Entity under this Agreement. (c) From and after the Mandatory Exchange Effective Time, IAC shall retain all rights and obligations that it had with respect to each of the IAC Subsidiary Equity Plans and the IAC/ANGI EMA (each as defined in Section 5.02(c) of the IAC Disclosure Letter) immediately prior to the Mandatory Exchange Effective Time.

Assumption and Retention of Liabilities; Related Assets. (ai) As of the Distribution Separation Date, except as expressly provided in this AgreementArticle VIII, the Parent Entities Sunoco Group shall assume or retain and Parent Sunoco hereby agrees to pay, perform, fulfill and discharge, in due course in full (iA) all Liabilities under all Parent Sunoco Benefit Plans, (iiB) all Liabilities with respect to the employment or termination of employment of all Parent Sunoco Employees, Former Parent Sunoco Employees and their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any Parent Entity member of the Sunoco Group or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Entitymember of the Sunoco Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services to any Parent Entitymember of the Sunoco Group, and (iiiC) any other Liabilities expressly assigned to Parent Sunoco under this Agreement. All assets held in trust to fund the Parent Benefit Plans and all insurance policies funding the Parent Benefit Plans shall be Parent Assets (as defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this AgreementArticle VIII. (bii) From and after the Distribution Separation Date, except as expressly provided in this AgreementArticle VIII, Xxxxx Xxxxxxx SunCoke and the Xxxxx Xxxxxxx Entities other members of the SunCoke Group shall assume or retain, as applicable, and Xxxxx Xxxxxxx SunCoke hereby agrees to pay, perform, fulfill and discharge, in due course in full, (iA) all Liabilities under all Xxxxx Xxxxxxx SunCoke Benefit Plans, (iiB) all Liabilities with respect to the employment or termination of employment of all Xxxxx Xxxxxxx SunCoke Employees, Former SunCoke Employees and their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of Xxxxx Xxxxxxx SunCoke or a Xxxxx Xxxxxxx Entity any member of the SunCoke Group or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx SunCoke or a Xxxxx Xxxxxxx Entityany member of the SunCoke Group), and their dependents and beneficiaries, in each case to the extent arising in connection with or as a result of employment with or the performance of services to any member of the SunCoke Group and (iiiC) all any other Liabilities that are expressly assigned to Xxxxx Xxxxxxx SunCoke or any Xxxxx Xxxxxxx Entity member of the SunCoke Group under this AgreementArticle VIII.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution A/L Split Date, except as expressly provided in this Agreement, the Parent Entities shall assume or retain and Parent hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent Benefit PlansPlans with respect to all Parent Employees, Former Parent Employees and their dependents and beneficiaries, (ii) all Liabilities with respect to the employment or termination of employment of all Parent Employees, Employees and Former Parent Employees and their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any Parent Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Entity)Employees, in each case to the extent arising in connection with or as a result of employment with or the performance of services to any Parent Entity, and (iii) any other Liabilities expressly assigned to Parent under this Agreement. All assets held in trust to fund the Parent Benefit Plans and all insurance policies funding the Parent Benefit Plans shall be Parent Assets (as defined in the Separation and Distribution Agreement)Assets, except to the extent specifically provided otherwise in this Agreement. (b) From and after the Distribution A/L Split Date, except as expressly provided in this Agreement, Xxxxx Xxxxxxx Xxxx and the Xxxxx Xxxxxxx Xxxx Entities shall assume or retain, as applicable, and Xxxxx Xxxxxxx Xxxx hereby agrees to pay, perform, fulfill and discharge, in due course in full, (i) all Liabilities under all Xxxxx Xxxxxxx Xxxx Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Xxxxx Xxxxxxx Xxxx Employees and other service providers (including Former Xxxx Employees, in each case to the extent arising in connection with or as a result of employment with or the performance of services to any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Xxxx Entity), and their dependents and beneficiaries, and (iii) all any other Liabilities that are expressly assigned to Xxxxx Xxxxxxx Xxxx or any Xxxxx Xxxxxxx Xxxx Entity under this Agreement. All assets held in trust to fund the Xxxx Benefit Plans and all insurance policies funding the Xxxx Benefit Plans shall be Xxxx Assets, except to the extent specifically provided otherwise in this Agreement.

Assumption and Retention of Liabilities; Related Assets. (a) As Effective as of the Distribution DateSeparation Time, except as otherwise expressly provided for in this Agreement, Entergy shall, or shall cause one or more members of the Parent Entities shall Entergy Group to, assume or retain retain, as applicable, and Parent hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent Entergy Benefit PlansArrangements which exist as of the Separation Time, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of employment service of all Parent employees (other than TransCo Employees, Former Parent Employees ) of any member of the Entergy Group or TransCo Group and their dependents and beneficiaries, beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of any Parent Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Entitymember of the Entergy Group or TransCo Group), in each case to the extent arising such Liability arose in connection with or as a result of employment with any member of the Entergy Group or TransCo Group before, at or after the Separation Time or the performance of services to for any Parent Entity, member of the Entergy Group or TransCo Group before the Separation Time and (iii) any other Liabilities or obligations expressly assigned to Parent Entergy or any of its Affiliates under this Agreement. All assets held in trust to fund the Parent Benefit Plans and all insurance policies funding the Parent Benefit Plans shall be Parent Assets (as defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this Agreement. (b) From and after Effective as of the Distribution DateSeparation Time, except as otherwise expressly provided for in this AgreementAgreement but notwithstanding the provisions of Section 2.1(a), Xxxxx Xxxxxxx and TransCo shall, or shall cause one or more members of the Xxxxx Xxxxxxx Entities shall TransCo Group to, assume or retain, as applicable, and Xxxxx Xxxxxxx hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Xxxxx Xxxxxxx Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of employment service of all Xxxxx Xxxxxxx TransCo Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entityany member of the TransCo Group), in each case to the extent such Liability arose in connection with or as a result of employment with or the performance of services for any member of the Entergy Group, TransCo Group or ITC Group before, at or after the Separation Time, including, in respect of individuals who do not become TransCo Employees until after the Effective Time because they are on Leave of Absence as of the Effective Time, all such Liabilities that arose after the Effective Time, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all individuals who are not TransCo Employees but where (and their dependents and beneficiaries, to the extent) the act or omission giving rise to such Liability arose while such individual was employed in or providing services to the Transmission Business and (iii) all any other Liabilities that are or obligations expressly assigned to Xxxxx Xxxxxxx TransCo or any Xxxxx Xxxxxxx Entity of its Affiliates under this Agreement. (c) From time to time after the Separation Time, the Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of the other Party or any of its Affiliates. Any such reimbursement shall be on a fair-market-value, arm’s-length basis. (d) Subject to applicable Law, Entergy shall retain responsibility for all employee-related regulatory filings for reporting periods ending at or prior to the Effective Time except for Equal Employment Opportunity Commission EEO-1 reports and affirmative action program (AAP) reports and responses to Office of Federal Contract Compliance Programs (OFCCP) submissions, for which Entergy shall provide data and information (to the extent permitted by applicable Laws and consistent with Section 10.1) to TransCo, which shall be responsible for making such filings in respect of TransCo Employees. (e) Entergy shall be the responsible party for preparing and timely filing or causing to be prepared and timely filed all Employment Tax Returns of any member of the Entergy Group. Entergy shall be liable for all Employment Taxes due on any such Employment Tax Return. Entergy, at its sole expense, shall have exclusive control over the conduct and resolution of any audit, litigation, contest, dispute, or other proceeding relating to Employment Taxes of any member of the Entergy Group. TransCo shall be the responsible party for preparing and timely filing or causing to be prepared and timely filed all Employment Tax Returns of any member of the TransCo Group with respect to periods (or portions thereof) following the Distribution Date. TransCo shall be liable for all Employment Taxes due on any such Employment Tax Return. TransCo, at its sole expense, shall have exclusive control over the conduct and resolution of any audit, litigation, context, dispute, or other proceeding relating to Employment Taxes of the TransCo Group.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, United Online shall, or shall cause one or more members of the Parent UOL Entities shall to, assume or retain and Parent United Online hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent UOL Benefit Plans, (ii) all Liabilities with respect to the employment, service, workers compensation, termination of employment or termination of employment service of all Parent Employees, UOL Employees and Former Parent UOL Employees and their dependents and beneficiaries, beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of any Parent Entity member of the UOL Entities or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Entitymember of the UOL Entities or whose employment or service is or was otherwise primarily associated with the UOL Businesses), in each case to the extent arising in connection with or as a result of employment with or the performance of services to for any Parent Entitymember of the UOL Entities or FTD Entities, and (iii) any other Liabilities or obligations expressly assigned to Parent any of the UOL Entities under this Agreement. All assets held The Liabilities assumed or retained by the UOL Entities as provided for in trust to fund the Parent Benefit Plans and all insurance policies funding the Parent Benefit Plans this Section 2.1(a) shall be Parent Assets (as defined in UOL Liabilities for all purposes of the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this Agreement. (b) From and after As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Xxxxx Xxxxxxx and FTD shall, or shall cause one or more members of the Xxxxx Xxxxxxx FTD Entities shall to, assume or retain, as applicable, and Xxxxx Xxxxxxx FTD hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Xxxxx Xxxxxxx FTD Benefit Plans, (ii) all Liabilities with respect to the employment, service, workers compensation, termination of employment or termination of employment service of all Xxxxx Xxxxxxx FTD Employees and Former FTD Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity any member of the FTD Entities or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx any member of the FTD Entities or a Xxxxx Xxxxxxx Entitywhose employment or service is or was otherwise primarily associated with the FTD Businesses), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the UOL Entities or FTD Entities, including but not limited to any corrective contributions to the UOL 401(k) Plan or other payments, in either case which may be due or relate to FTD Employees and their dependents and beneficiaries, Former FTD Employees based on the resolution of any IRS Voluntary Correction Program submission with respect to the UOL 401(k) Plan and (iii) all any other Liabilities that are or obligations expressly assigned to Xxxxx Xxxxxxx or any Xxxxx Xxxxxxx Entity of the FTD Entities under this Agreement. The Liabilities assumed or retained by the FTD Entities as provided for in this Section 2.1(b) shall be FTD Liabilities for all purposes of the Separation Agreement.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution DateContribution Effective Time, except as expressly provided in this Agreement, the Parent IAC Entities shall assume or retain and Parent IAC hereby agrees to pay, perform, fulfill fulfill, and discharge, in due course in full (i) all Liabilities under all Parent IAC Benefit PlansPlans with respect to all IAC Employees, Former IAC Employees, and their dependents and beneficiaries, (ii) all Liabilities with respect to the employment or termination of employment of all Parent Employees, Former Parent IAC Employees and their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any Parent Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Entity)Former IAC Employees, in each case case, to the extent arising in connection with or as a result of employment with or the performance of services to any Parent IAC Entity, and (iii) any other Liabilities expressly assigned to Parent IAC under this Agreement. All assets held in trust to fund the Parent IAC Benefit Plans and all insurance policies funding the Parent IAC Benefit Plans shall be Parent Assets (as defined in the Separation and Distribution Agreement)Excluded Assets, except to the extent specifically provided otherwise in this Agreement. (b) From and after the Distribution DateContribution Effective Time, except as expressly provided in this Agreement, Xxxxx Xxxxxxx NewCo and the Xxxxx Xxxxxxx NewCo Entities shall assume or retain, as applicable, and Xxxxx Xxxxxxx NewCo hereby agrees to pay, perform, fulfill fulfill, and discharge, in due course in full, (i) all Liabilities under all Xxxxx Xxxxxxx NewCo Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Xxxxx Xxxxxxx NewCo Employees and other service providers (including Former NewCo Employees, in each case, to the extent arising in connection with or as a result of employment with or the performance of services to any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx NewCo Entity), and their dependents and beneficiaries, and (iii) all any other Liabilities that are expressly assigned to Xxxxx Xxxxxxx NewCo or any Xxxxx Xxxxxxx NewCo Entity under this Agreement.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, NorthStar Realty shall, or shall cause one or more members of the Parent Entities shall NorthStar Realty Group to, assume or retain and Parent NorthStar Realty hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent Benefit PlansNorthStar Realty Plans (provided that, as between NorthStar Realty and NSAM, NSAM shall be responsible for certain of such Liabilities as set forth in Section 2.1(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of employment service of all Parent Employees, Former Parent Employees and their dependents and beneficiaries, NorthStar Realty Participants and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of any Parent Entity member of the NorthStar Realty Group or in any other employment, non-employment, or retainer arrangement, arrangement or relationship with any Parent Entitymember of the NorthStar Realty Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services to for any Parent Entitymember of the NorthStar Realty Group, and (iii) any other Liabilities expressly assigned to Parent assumed by or retained by NorthStar Realty or any of its Subsidiaries under this Agreement. All assets held in trust to fund For purposes of clarification and the Parent Benefit avoidance of doubt, the Parties intend that such Liabilities assumed or retained by the NorthStar Realty Group include the retirement benefits and health and welfare plan benefits under the NorthStar Realty Plans and for all insurance policies funding the Parent Benefit Plans shall be Parent Assets (as defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this AgreementNorthStar Realty Participants. (b) From and after As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Xxxxx Xxxxxxx and NSAM shall, or shall cause one or more members of the Xxxxx Xxxxxxx Entities shall NSAM Group to, assume or retain, as applicable, retain and Xxxxx Xxxxxxx NSAM hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Xxxxx Xxxxxxx Benefit NSAM Plans, (ii) all Liabilities with respect to the employment, service, retirement, termination of employment or termination of employment service of all Xxxxx Xxxxxxx Employees NSAM Participants and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity any member of the NSAM Group or in any other employment, non-employment, or retainer arrangement, arrangement or relationship with Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entityany member of the NSAM Group), and their dependents and beneficiaries, and (iii) all any other Liabilities that are expressly assigned to Xxxxx Xxxxxxx assumed or retained by NSAM or any Xxxxx Xxxxxxx Entity of its Subsidiaries under this Agreement. (c) For all purposes hereof (including without limitation Section 2.1(a) and Section 2.1(b)), NSAM Transferee Employees who transfer to NSAM after the Distribution Date shall be deemed to be NorthStar Realty Participants for all dates prior to the date of transfer and NSAM Participants for all dates on or after the date of transfer. (d) From time to time after the Distribution, NSAM shall promptly reimburse NorthStar Realty, upon NorthStar Realty’s presentation of such substantiating documentation as NSAM shall reasonably request, for the cost of any Liabilities satisfied by NorthStar Realty or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of NSAM or any of its Subsidiaries. Where applicable, such payment shall be calculated in a manner consistent with past practice. (e) From time to time after the Distribution, NorthStar Realty shall promptly reimburse NSAM, upon NSAM’s presentation of such substantiating documentation as NorthStar Realty shall reasonably request, for the cost of any Liabilities satisfied by NSAM or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of NorthStar Realty or any of its Subsidiaries. Where applicable, such payment shall be calculated in a manner consistent with past practice.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution DateEffective Time, except as otherwise expressly provided for in this Agreement, Duke Energy shall, or shall cause one or more members of the Parent Entities shall Duke Energy Group to, assume or retain and Parent Duke Energy hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent Duke Energy Benefit Plans, (ii) all Liabilities (excluding Liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, service, termination of employment or termination of employment service of all Parent Employees, Duke Energy Employees and Former Parent Duke Energy Employees and their dependents and beneficiaries, beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of any Parent Entity member of the Duke Energy Group or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Entitymember of the Duke Energy Group or whose employment or service is or was otherwise primarily associated with the Power Business), in each case to the extent arising in connection with or as a result of employment with or the performance of services to for any Parent Entitymember of the Duke Energy Group or Spectra Energy Group, and (iii) any other Liabilities or obligations expressly assigned to Parent Duke Energy or any of its Affiliates under this Agreement. All assets held For purposes of clarification, the Liabilities assumed or retained by the Duke Energy Group as provided for in trust this Section 2.1(a) are intended to fund the Parent Benefit Plans and all insurance policies funding the Parent Benefit Plans shall be Parent Assets (Power Liabilities as such term is defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this Agreement. (b) From and after As of the Distribution DateEffective Time, except as otherwise expressly provided for in this Agreement, Xxxxx Xxxxxxx and Spectra Energy shall, or shall cause one or more members of the Xxxxx Xxxxxxx Entities shall Spectra Energy Group to, assume or retain, as applicable, and Xxxxx Xxxxxxx Spectra Energy hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Xxxxx Xxxxxxx Spectra Energy Benefit Plans, (ii) all Liabilities (excluding Liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, service, termination of employment or termination of employment service of all Xxxxx Xxxxxxx Spectra Energy Employees and Former Spectra Energy Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity any member of the Spectra Energy Group or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx any member of the Spectra Energy Group or a Xxxxx Xxxxxxx Entitywhose employment or service is or was otherwise primarily associated with the Gas Business), and their dependents and beneficiariesin each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the Duke Energy Group or Spectra Energy Group, and (iii) all any other Liabilities that are or obligations expressly assigned to Xxxxx Xxxxxxx Spectra Energy or any Xxxxx Xxxxxxx Entity of its Affiliates under this Agreement. For purposes of clarification, the Liabilities assumed or retained by the Spectra Energy Group as provided for in this Section 2.1(b) are intended to be Gas Liabilities as such term is defined in the Separation Agreement. (c) From time to time after the Distribution, Spectra Energy shall promptly reimburse Duke Energy, upon Duke Energy’s reasonable request and the presentation by Duke Energy of such substantiating documentation as Spectra Energy shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by Duke Energy or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of Spectra Energy or any of its Affiliates. Except as otherwise provided in Section 5.1(f)(ii) of this Agreement, any such request for reimbursement must be made by Duke Energy not later than the first anniversary of the Distribution. (d) From time to time after the Distribution, Duke Energy shall promptly reimburse Spectra Energy, upon Spectra Energy’s reasonable request and the presentation by Spectra Energy of such substantiating documentation as Duke Energy shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by Spectra Energy or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of Duke Energy or its Affiliates. Any such request for reimbursement must be made by Spectra Energy not later than the first anniversary of the Distribution. (e) All Liabilities under all Duke Energy Benefit Plans and Spectra Energy Benefit Plans and all Liabilities (excluding Liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, service, termination of employment or termination of service of all Duke Energy Employees, Former Duke Energy Employees, Spectra Energy Employees and Former Spectra Energy Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker of any member of the Duke Energy Group or Spectra Energy Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Duke Energy Group or Spectra Energy Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the Duke Energy Group or Spectra Energy Group, that are not allocated pursuant to the terms of this Agreement shall be treated as Unallocated Liabilities under the Separation Agreement.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Final Distribution Date, except as otherwise expressly provided for in this Agreement, Temple-Inland shall, or shall cause one or more members of the Parent Entities shall Temple-Inland Group to, assume or retain retain, as applicable, and Parent hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent Temple-Inland Benefit Plans, (ii) all Liabilities (excluding Liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, service, termination of employment or termination of employment service of all Parent Temple-Inland Employees, Former Parent Temple-Inland Employees, Guaranty Employees, Former Guaranty Employees, Forestar Employees and Former Forestar Employees and their dependents and beneficiaries, beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of any Parent Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Entitymember of the Temple-Inland Group, Guaranty Group or Forestar Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services to for any Parent Entitymember of the Temple-Inland Group, and (iii) any other Liabilities or obligations expressly assigned to Parent Temple-Inland or any of its Affiliates under this Agreement. All assets held For purposes of clarification, the Liabilities assumed or retained by the Temple-Inland Group as provided for in trust this Section 2.1(a) are intended to fund the Parent Benefit Plans and all insurance policies funding the Parent Benefit Plans shall be Parent Assets (Retained Business Liabilities as such term is defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this Agreement. (b) From and after As of the Distribution DateRelevant Time, except as otherwise expressly provided for in this Agreement, Xxxxx Xxxxxxx and Guaranty shall, or shall cause one or more members of the Xxxxx Xxxxxxx Entities shall Guaranty Group to, assume or retain, as applicable, and Xxxxx Xxxxxxx hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Xxxxx Xxxxxxx Guaranty Benefit Plans, (ii) all Liabilities (excluding Liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, service, termination of employment or termination of employment service of all Xxxxx Xxxxxxx Temple-Inland Employees, Former Temple-Inland Employees, Guaranty Employees, Former Guaranty Employees, Forestar Employees and Former Forestar Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx any member of the Temple-Inland Group, Guaranty Group or a Xxxxx Xxxxxxx EntityForestar Group), and their dependents and beneficiariesin each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the Guaranty Group, and (iii) all any other Liabilities that are or obligations expressly assigned to Xxxxx Xxxxxxx Guaranty or any Xxxxx Xxxxxxx Entity of its Affiliates under this Agreement. For purposes of clarification, the Liabilities assumed or retained by the Guaranty Group as provided for in this Section 2.1(b) are intended to be Financial Services Liabilities as such term is defined in the Separation Agreement. (c) As of the Relevant Time, except as otherwise expressly provided for in this Agreement, Forestar shall, or shall cause one or more members of the Forestar Group to, assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Forestar Benefit Plans, (ii) all Liabilities (excluding Liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, service, termination of employment or termination of service of all Temple-Inland Employees, Former Temple-Inland Employees, Guaranty Employees, Former Guaranty Employees, Forestar Employees and Former Forestar Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Temple-Inland Group, Guaranty Group or Forestar Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the Forestar Group, and (iii) any other Liabilities or obligations expressly assigned to Forestar or any of its Affiliates under this Agreement. For purposes of clarification, the Liabilities assumed or retained by the Forestar Group as provided for in this Section 2.1(c) are intended to be Real Estate Liabilities as such term is defined in the Separation Agreement. (d) From time to time after the Relevant Time, the Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of the other Party or any of its Affiliates. Any such request for reimbursement must be made not later than the first anniversary of the Relevant Time. (e) Temple-Inland shall retain responsibility for all employee-related regulatory filings for reporting periods ending at or prior to the Relevant Time except for Equal Employment Opportunity Commission EEO-1 reports and affirmative action program (AAP) reports and responses to Office of Federal Contract Compliance Programs (OFCCP) submissions, for which Temple-Inland will provide data and information (to the extent permitted by applicable Laws and consistent with Section 10.1) to Guaranty or Forestar, as the case may be, who will be responsible for making such filings in respect of Guaranty Employees and Former Guaranty Employees, on the one hand, and Forestar Employees and Former Forestar Employees on the other hand, respectively.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Effective Date, except as expressly provided in this Agreement, the Parent Expedia Entities shall assume or retain and Parent Expedia hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent Expedia Benefit PlansPlans with respect to all Expedia Employees, Former Expedia Employees and their dependents and beneficiaries, (ii) all Liabilities with respect to the employment or termination of employment of all Parent Expedia Employees, Former Parent Employees and their dependents and beneficiariesExpedia Employees, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any Parent Expedia Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Expedia Entity), in each case to the extent arising in connection with or as a result of employment with or the performance of services to any Parent Expedia Entity, and (iii) any other Liabilities expressly assigned to Parent Expedia under this Agreement. All assets held in trust to fund the Parent Expedia Benefit Plans and all insurance policies funding the Parent Expedia Benefit Plans shall be Parent Expedia Assets (as defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this Agreement. (b) From and after the Distribution Effective Date, except as expressly provided in this Agreement, Xxxxx Xxxxxxx TripAdvisor and the Xxxxx Xxxxxxx TripAdvisor Entities shall assume or retain, as applicable, and Xxxxx Xxxxxxx TripAdvisor hereby agrees to pay, perform, fulfill and discharge, in due course in full, (i) all Liabilities under all Xxxxx Xxxxxxx TripAdvisor Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Xxxxx Xxxxxxx Employees TripAdvisor Employees, Former TripAdvisor Employees, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of Xxxxx Xxxxxxx TripAdvisor or a Xxxxx Xxxxxxx any TripAdvisor Entity or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx TripAdvisor or a Xxxxx Xxxxxxx TripAdvisor Entity), and their dependents and beneficiariesin each case to the extent arising in connection with or as a result of employment with or the performance of services to any TripAdvisor Entity, and (iii) all any other Liabilities that are expressly assigned to Xxxxx Xxxxxxx TripAdvisor or any Xxxxx Xxxxxxx TripAdvisor Entity under this Agreement.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution DateEffective Time, except as otherwise expressly provided for in this Agreement, ADP shall, or shall cause one or more members of the Parent Entities shall ADP Group to, assume or retain retain, as applicable, and Parent ADP hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent ADP Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of employment service of all Parent ADP Employees, Former Parent Employees and ADP Employees, their respective dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of any Parent Entity member of the ADP Group or in any other employment, non-employmentservice, or retainer arrangement, or relationship with any Parent Entitymember of the ADP Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services to for any Parent Entitymember of the ADP Group, and (iii) any all Liabilities with respect to the employment, service, termination of employment or termination of service of all Former CDK Employees, their respective dependents and beneficiaries and (iv) all other Liabilities or obligations expressly assigned to Parent ADP or any of its Affiliates under this Agreement. All assets held For purposes of clarification, the Liabilities assumed or retained by the ADP Group as provided for in trust this Section 2.1(a) are intended to fund the Parent Benefit Plans and all insurance policies funding the Parent Benefit Plans shall be Parent Assets (ADP Liabilities as such term is defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this Agreement. (b) From and after As of the Distribution DateEffective Time, except as otherwise expressly provided for in this Agreement, Xxxxx Xxxxxxx CDK shall, or shall cause one or more members of the CDK Group to, assume and the Xxxxx Xxxxxxx Entities shall assume or retain, as applicable, and Xxxxx Xxxxxxx CDK hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Xxxxx Xxxxxxx CDK Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of employment service of all Xxxxx Xxxxxxx Employees CDK Employees, their dependents and beneficiaries and other service providers persons who provide services to the CDK Group (including any individual who is, or was, is an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity any member of the CDK Group or in any other employment, non-employmentservice, or retainer arrangement, or relationship with Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entityany member of the CDK Group), and their dependents and beneficiaries, and (iii) all other Liabilities that are or obligations expressly assigned to Xxxxx Xxxxxxx CDK or any Xxxxx Xxxxxxx Entity of its Affiliates under this Agreement. For purposes of clarification, the Liabilities assumed by the CDK Group as provided for in this Section 2.1(b) are intended to be Dealer Liabilities as such term is defined in the Separation and Distribution Agreement. (c) From time to time after the Distribution, CDK shall promptly reimburse ADP, upon ADP’s reasonable request and the presentation by ADP of such substantiating documentation as CDK shall reasonably request, for the cost of any obligations or Liabilities satisfied by ADP or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of CDK or any of its Affiliates. (d) From time to time after the Distribution, ADP shall promptly reimburse CDK, upon CDK’s reasonable request and the presentation by CDK of such substantiating documentation as ADP shall reasonably request, for the cost of any obligations or Liabilities satisfied by CDK or its affiliates that are, or that have been made pursuant to this Agreement, the responsibility of ADP or its Affiliates.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Datedate hereof and with effect at the Effective Time, except as otherwise expressly provided in this Agreement, PPD shall, or shall cause one or more members of the Parent Entities shall PPD Group to, assume or retain retain, as applicable, and Parent hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent PPD Benefit PlansPlans (except that PPD shall have no liability with respect to any assets of the PPD Retirement Savings Plan (the “PPD 401(k) Plan”) to the extent, and as of the date, that such assets are transferred to the Furiex 401(k) Plan pursuant to Section 3.1), (ii) all Liabilities (excluding Liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, service, termination of employment or termination of employment service of all Parent PPD Employees, Former Parent PPD Employees and their dependents and beneficiaries, beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of any Parent Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Entitymember of the PPD Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services to for any Parent Entitymember of the PPD Group, and (iii) any other Liabilities or obligations expressly assigned to Parent PPD or any of its Affiliates (other than any member of the Furiex Group) under this Agreement. All assets held in trust to fund For purposes of clarification, the Parent Benefit Plans and all insurance policies funding Liabilities assumed or retained by the Parent Benefit Plans shall be Parent Assets (PPD Group as defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise for in this AgreementSection 2.1(a) or elsewhere in this Agreement are intended to be PPD Liabilities. (b) From As of the date hereof and after with effect at the Distribution DateEffective Time, except as otherwise expressly provided in this Agreement, Xxxxx Xxxxxxx and Furiex shall, or shall cause one or more members of the Xxxxx Xxxxxxx Entities shall Furiex Group to, assume or retain, as applicable, and Xxxxx Xxxxxxx hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Xxxxx Xxxxxxx Furiex Benefit Plans, (ii) all Liabilities (excluding Liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, service, termination of employment or termination of employment service of all Xxxxx Xxxxxxx Furiex Employees, Former Furiex Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx any member of the PPD Group or a Xxxxx Xxxxxxx EntityFuriex Group), and their dependents and beneficiariesin each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the Furiex Group, or in the case of Former Furiex Employees, the PPD Group, and (iii) all any other Liabilities that are or obligations expressly assigned to Xxxxx Xxxxxxx Furiex or any Xxxxx Xxxxxxx Entity of its Affiliates (other than any member of the PPD Group), under this Agreement. For purposes of clarification, the Liabilities assumed or retained by the Furiex Group as provided for in this Section 2.1(b) or elsewhere in this Agreement are intended to be Furiex Liabilities as such term is defined in the Separation Agreement. (c) From time to time after the Distribution Date, the Parties shall promptly reimburse one another, upon written request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the reasonable cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of the other Party or any of its Affiliates. Any such request for reimbursement must be made not later than the first anniversary of the Distribution Date. (d) PPD shall retain responsibility for all employee-related regulatory filings for reporting periods through the Distribution Date except for Equal Employment Opportunity Commission EEO-1 reports and affirmative action program (AAP) reports and responses to Office of Federal Contract Compliance Programs (OFCCP) submissions or other Governmental Authority inquiries, for which PPD will provide data and information (to the extent permitted by applicable Laws and consistent with Section 8.1) to Furiex, who will be responsible for making such filings in respect of Furiex Employees.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Effective Date, except as expressly provided in this Agreement, the Parent IAC Entities shall assume or retain and Parent IAC hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent IAC Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Parent IAC Employees, Former Parent IAC Employees and their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any Parent IAC Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent IAC Entity), in each case to the extent arising in connection with or as a result of employment with or the performance of services to any Parent IAC Entity, and (iii) any other Liabilities expressly assigned to Parent IAC under this Agreement. All assets held in trust to fund the Parent IAC Benefit Plans and all insurance policies funding the Parent IAC Benefit Plans shall be Parent IAC Assets (as defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this Agreement. (b) From and after the Distribution Effective Date, except as expressly provided in this Agreement, Xxxxx Xxxxxxx Expedia and the Xxxxx Xxxxxxx Expedia Entities shall assume or retain, as applicable, and Xxxxx Xxxxxxx Expedia hereby agrees to pay, perform, fulfill and discharge, in due course in full, (i) all Liabilities under all Xxxxx Xxxxxxx Expedia Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Xxxxx Xxxxxxx Expedia Employees, Former Expedia Employees and their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of Xxxxx Xxxxxxx Expedia or a Xxxxx Xxxxxxx any Expedia Entity or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx Expedia or a Xxxxx Xxxxxxx an Expedia Entity), and their dependents and beneficiaries, in each case to the extent arising in connection with or as a result of employment with or the performance of services to any Expedia Entity and (iii) all any other Liabilities that are expressly assigned to Xxxxx Xxxxxxx Expedia or any Xxxxx Xxxxxxx Expedia Entity under this Agreement.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution DateEffective Time, except as otherwise expressly provided for in this Agreement, Entergy shall, or shall cause one or more members of the Parent Entities shall Entergy Group to, assume or retain retain, as applicable, and Parent hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent Entergy Benefit PlansArrangements which exist as of the Effective Time or which become due for no reason other than the passage of time, (ii) all Liabilities (excluding Liabilities incurred under a Benefit Arrangement except as otherwise provided in this Agreement) with respect to the employment, service, termination of employment or termination of employment service of all Parent Entergy Employees, Former Parent Entergy Employees, EquaGen System Employees and Former EquaGen System Employees and their dependents and beneficiaries, beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of any Parent Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Entitymember of the Entergy Group, Enexus Group or EquaGen Group), in each case to the extent arising such Liability arose in connection with or as a result of employment with or the performance of services for any member of the Entergy Group at or before the Effective Time, it being understood, however, that (except for those applicable to Entergy Employees) Entergy shall not assume or otherwise be held liable for any Parent EntityLiabilities arising out of any actions or inactions occurring after the Effective Time, even if such actions or inactions are a continuation of any actions or inactions which occurred prior to the Effective Time and even if Entergy incurred any Liabilities from any such actions or inactions prior to the Effective Time, (iii) all Liabilities (including Liabilities incurred under a Benefit Arrangement except as otherwise provided in this Agreement) with respect to the employment, service, termination of employment or termination of service of all Enexus Employees and Former Enexus Employees and their dependents and beneficiaries (and any alternate payees in respect thereof), in each case to the extent such Liability arose in connection with or as a result of employment with or the performance of services for any member of the Entergy Group or Enexus Group before the Effective Time, it being understood, however, that (except for those applicable to Entergy Employees) Entergy shall not assume or otherwise be held liable for any Liabilities arising out of any actions or inactions occurring after the Effective Time, even if such actions or inactions are a continuation of any actions or inactions which occurred prior to the Effective Time and even if Entergy incurred any Liabilities from any such actions or inactions prior to the Effective Time, (iv) any Liabilities or obligations identified in Exhibit 2.1(a), and (v) any other Liabilities or obligations expressly assigned to Entergy or any of its Affiliates under this Agreement. For purposes of clarification, the Liabilities assumed or retained by the Entergy Group as provided for in this Section 2.1(a) are intended to be Retained Business Liabilities. (b) As of the Effective Time, except as otherwise expressly provided for in this Agreement, Enexus shall, or shall cause one or more members of the Enexus Group to, assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Enexus Benefit Arrangements, (ii) any Liabilities or obligations identified in Exhibit 2.1(b), and (iii) any other Liabilities or obligations expressly assigned to Parent Enexus or any of its Affiliates under this Agreement. All assets held in trust to fund For purposes of clarification, the Parent Benefit Plans and all insurance policies funding Liabilities assumed or retained by the Parent Benefit Plans shall be Parent Assets (Enexus Group as defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise for in this Agreement. (bSection 2.1(b) From and after the Distribution Date, except are intended to be Non-Utility Nuclear Liabilities. Except as otherwise expressly provided for in this Agreement, Xxxxx Xxxxxxx at and after the Xxxxx Xxxxxxx Entities Effective Time, neither Enexus nor any member of the Enexus Group shall assume or otherwise have responsibility for any Liabilities described in Section 2.1(a)(iii) or 2.1(a)(iv) or Liabilities under any Benefit Arrangement attributable to the period before the Effective Time. (c) As of the Effective Time, except as otherwise expressly provided for in this Agreement, EquaGen shall, or shall cause one or more members of the EquaGen Group to, assume or retain, as applicable, and Xxxxx Xxxxxxx hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Xxxxx Xxxxxxx EquaGen Benefit PlansArrangements, (ii) all Liabilities (excluding Liabilities incurred under a Benefit Arrangement except as otherwise provided in this Agreement) with respect to the employment, service, termination of employment or termination of employment service of all Xxxxx Xxxxxxx EquaGen System Employees and Former EquaGen System Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entityany member of the EquaGen Group), and their dependents and beneficiariesin each case to the extent such Liability arose in connection with or as a result of employment with or the performance of services for any member of the EquaGen Group, and (iii) all any other Liabilities that are or obligations expressly assigned to Xxxxx Xxxxxxx EquaGen or any Xxxxx Xxxxxxx Entity of its Affiliates under this Agreement. (d) Except to the extent otherwise provided in Section 3.3 or Section 5.1(g), effective as of the Effective Time, Entergy shall take all steps necessary to assign to EquaGen, and EquaGen shall take all steps necessary to assume, sponsorship of and all Liabilities in respect of the EquaGen Assumed Plans (including the establishment and maintenance of trusts, as applicable, that are separate from any trusts presently maintained in respect thereof by any member of the Entergy Group). (e) From time to time after the Effective Time, the Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of the other Party or any of its Affiliates. Any such request for reimbursement must be made not later than eighteen (18) months following the Effective Time. (f) Entergy shall retain responsibility for all employee-related regulatory filings for reporting periods ending at or prior to the Effective Time except for Equal Employment Opportunity Commission EEO-1 reports and affirmative action program (AAP) reports and responses to Office of Federal Contract Compliance Programs (OFCCP) submissions, for which Entergy shall provide data and information (to the extent permitted by applicable Laws and consistent with Section 10.1) to Enexus or EquaGen, as the case may be, which shall be responsible for making such filings in respect of Enexus Employees and Former Enexus Employees, on the one hand, and EquaGen System Employees and Former EquaGen System Employees on the other hand, respectively.

Assumption and Retention of Liabilities; Related Assets. (ai) As Effective as of the Distribution Date, except as expressly provided in this AgreementArticle VIII, the Parent Entities CBS Group shall assume or retain retain, as applicable, and Parent the CBS Group hereby agrees to pay, perform, fulfill and discharge, in due course in full (iA) all Liabilities liabilities under all Parent CBS Benefit PlansPlans with respect to all CBS Employees, Former CBS Employees and their dependents and beneficiaries, (iiB) all Liabilities liabilities with respect to the employment or termination of employment of all Parent CBS Employees, Former Parent Employees and their dependents and beneficiariesCBS Employees, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any Parent Entity member of the CBS Group or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Entitymember of the CBS Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services to any Parent Entitymember of the CBS Group, and (iiiC) any other Liabilities liabilities expressly assigned to Parent CBS under this Agreement, in each case, whether arising before, on or after the Distribution Date. All assets held in trust to fund the Parent CBS Benefit Plans and all insurance policies funding the Parent CBS Benefit Plans shall be Parent Assets (as defined in assets of the Separation and Distribution Agreement)CBS Group, except to the extent specifically provided otherwise in this Agreement. (bii) From and after Effective as of the Distribution Date, except as expressly provided in this AgreementArticle VIII, Xxxxx Xxxxxxx and the Xxxxx Xxxxxxx Entities Radio Group shall assume or retain, as applicable, and Xxxxx Xxxxxxx the Radio Group hereby agrees to pay, perform, fulfill and discharge, in due course in full, (iA) all Liabilities liabilities under all Xxxxx Xxxxxxx Radio Benefit Plans, (iiB) all Liabilities liabilities with respect to the employment or termination of employment of all Xxxxx Xxxxxxx Employees Radio Employees, Former Radio Employees, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity any member of the Radio Group or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entitymember of the Radio Group), and their dependents and beneficiariesin each case to the extent arising in connection with or as a result of employment with or the performance of services to any member of the Radio Group, and (iiiC) all Liabilities that are any other liabilities expressly assigned to Xxxxx Xxxxxxx or any Xxxxx Xxxxxxx Entity member of the Radio Group under this Agreement, in each case, whether arising before, on or after the Distribution Date. All assets held in trust to fund the Radio Benefit Plans and all insurance policies funding the Radio Benefit Plans shall be assets of the Radio Group, except to the extent specifically provided otherwise in this Agreement.

Assumption and Retention of Liabilities; Related Assets. (ai) As Effective as of the Distribution DateIPO Closing Time, except as expressly provided in this Agreement, the Parent Entities CBS Group shall assume or retain retain, as applicable, and Parent the CBS Group hereby agrees to pay, perform, fulfill and discharge, in due course course, in full (iA) all Liabilities liabilities under all Parent CBS Benefit Plans, (iiB) all Liabilities liabilities with respect to the employment or termination of employment of all Parent CBS Employees, Former Parent Employees and their dependents and beneficiariesCBS Employees, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any Parent Entity member of the CBS Group or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Entitymember of the CBS Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services to any Parent Entitymember of the CBS Group, and (iiiC) any other Liabilities liabilities expressly assigned to Parent CBS under this Agreement, in each case, whether arising before, on or after the IPO Closing Time. All assets held in trust to fund the Parent CBS Benefit Plans and all insurance policies funding the Parent CBS Benefit Plans shall be Parent Assets (as defined in assets of the Separation and Distribution Agreement)CBS Group, except to the extent specifically provided otherwise in this Agreement. (bii) From and after Effective as of the Distribution DateIPO Closing Time, except as expressly provided in this Agreement, Xxxxx Xxxxxxx and the Xxxxx Xxxxxxx Entities Radio Group shall assume or retain, as applicable, and Xxxxx Xxxxxxx the Radio Group hereby agrees to pay, perform, fulfill and discharge, in due course, in full (iA) all Liabilities liabilities under all Xxxxx Xxxxxxx Radio Benefit Plans, (iiB) all Liabilities liabilities with respect to the employment or termination of employment of all Xxxxx Xxxxxxx Employees Radio Employees, Former Radio Employees, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entity any member of the Radio Group or in any other employment, non-employment, or retainer arrangement, or relationship with Xxxxx Xxxxxxx or a Xxxxx Xxxxxxx Entitymember of the Radio Group), and their dependents and beneficiariesin each case to the extent arising in connection with or as a result of employment with or the performance of services to any member of the Radio Group, and (iiiC) all Liabilities that are any other liabilities expressly assigned to Xxxxx Xxxxxxx or any Xxxxx Xxxxxxx Entity member of the Radio Group under this Agreement, in each case, whether arising before, on or after the IPO Closing Time. All assets held in trust to fund the Radio Benefit Plans and all insurance policies funding the Radio Benefit Plans shall be assets of the Radio Group, except to the extent specifically provided otherwise in this Agreement.