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 IAC Entities shall assume or retain and IAC hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all IAC Benefit Plans 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 IAC Employees, Former 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 IAC Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any 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 IAC Entity, and (iii) any other Liabilities expressly assigned to IAC under this Agreement. All assets held in trust to fund the IAC Benefit Plans and all insurance policies funding the IAC Benefit Plans shall be IAC Assets (as defined in the Separation Agreement), except to the extent specifically provided otherwise in this Agreement.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Effective Date, except as expressly provided in this Agreement, the IAC Entities shall assume or retain and IAC hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all IAC Benefit Plans with respect to all IAC Employees, Former IAC Employees and their dependents and beneficiariesPlans, (ii) all Liabilities with respect to the employment or termination of employment of all IAC Employees, Former 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 IAC Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any 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 IAC Entity, and (iii) any other Liabilities expressly assigned to IAC under this Agreement. All assets held in trust to fund the IAC Benefit Plans and all insurance policies funding the IAC Benefit Plans shall be IAC Assets (as defined in the Separation Agreement), except to the extent specifically provided otherwise in this Agreement.

Assumption and Retention of Liabilities; Related Assets. (a) As of On and after the Distribution Date, except as expressly provided in this AgreementAgreement or as required by applicable law, the IAC Entities NCR shall assume or retain and IAC NCR hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all IAC NCR Benefit Plans with respect and all Liabilities that arise as a result of the actions contemplated by this Agreement, including without limitation, actions contemplated by Section 5.2, to all IAC NCR Employees or Former NCR Employees, Former IAC Employees and their dependents and beneficiaries, (ii) all Liabilities with respect to the employment employment, hiring practices or termination of employment of all IAC NCR Employees, Former IAC NCR Employees and their respective 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 non-payroll worker of any IAC Entity member of the NCR Group or in any other employment, non-employment, or retainer arrangement, or relationship with any IAC Entity)member of the NCR Group) and their respective dependents and beneficiaries, in each case case, whenever arising, to the extent arising in connection with or as a result of employment with or the performance of services to any IAC Entitymember of the NCR Group, and (iii) any other Liabilities expressly assigned to IAC NCR or any member of the NCR Group under this Agreement. All assets Assets held in trust to fund the IAC NCR Benefit Plans and all insurance policies funding the IAC NCR Benefit Plans shall be IAC Assets of NCR and Excluded Assets (as defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this Agreement.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Effective Date, except as expressly provided in this Agreement, the IAC Expedia Entities shall assume or retain and IAC Expedia hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all IAC Expedia Benefit Plans with respect to all IAC Expedia Employees, Former IAC Expedia Employees and their dependents and beneficiaries, (ii) all Liabilities with respect to the employment or termination of employment of all IAC Expedia Employees, Former IAC 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 IAC Expedia Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any IAC 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 IAC Expedia Entity, and (iii) any other Liabilities expressly assigned to IAC Expedia under this Agreement. All assets held in trust to fund the IAC Expedia Benefit Plans and all insurance policies funding the IAC Expedia Benefit Plans shall be IAC Expedia Assets (as defined in the Separation Agreement), except to the extent specifically provided otherwise in this Agreement.