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 otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Ralcorp shall, or shall cause one or more members of the Ralcorp Group to, assume or retain, as applicable, and hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Ralcorp Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Ralcorp Employees and the respective dependents and beneficiaries of such Ralcorp Employees and (iii) any other Liabilities expressly assigned or allocated to Ralcorp or any member of the Ralcorp Group under this Agreement, and neither Post nor any other member of the Post Group shall have any responsibility for any such Liabilities. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Post shall, or shall cause one or more members of the Post Group to, assume or retain, as applicable, and Post hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Post Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Post Employees and the respective dependents and beneficiaries of such Post Employees and (iii) any other Liabilities expressly assigned or allocated to Post or any member of the Post Group under this Agreement, and neither Ralcorp nor any other member of the Ralcorp Group shall have any responsibility for any such Liabilities. (c) The assumption by Post of Liabilities under this Agreement shall not create any obligation of Post to reimburse Ralcorp for any Liabilities paid or discharged by Ralcorp before the Distribution Date. The assumption by Ralcorp of Liabilities under this Agreement shall not create any obligation of Ralcorp to reimburse Post for any Liabilities paid or discharged by Post before the Distribution Date. (d) (i) From time to time after the Distribution Date, Post (acting directly or through a member of the Post Group) shall promptly reimburse Ralcorp, upon Ralcorp’s reasonable request and the presentation by Ralcorp of such substantiating documentation as Post may reasonably request, for the cost of any Liabilities satisfied by Ralcorp or any member of the Ralcorp Group that are, pursuant to this Agreement, the responsibility of Post or any member of the Post Group.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution DateEffective Time, except as otherwise expressly provided for otherwise in this Agreement, including under Section 5.02 hereof, Ralcorp shall, Parent shall assume or shall retain (or cause one or more members of the Ralcorp Group to, a Parent Entity to assume or retain, as applicable, ) and Parent hereby agrees to (or agrees to cause the applicable Parent Entity to) pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Ralcorp Parent Benefit PlansPlans with respect to Parent Employees, Former Employees and their respective dependents and beneficiaries, (ii) all Liabilities with respect to the employment, service, termination employment of employment or termination of service of all Ralcorp Parent Employees and the respective dependents and beneficiaries of such Ralcorp Employees Former Employees, and (iii) any other Liabilities expressly assigned or allocated to Ralcorp or any member of the Ralcorp Group Parent Entity under this Agreement, and neither Post nor any other member including, for clarity, in the case of the Post Group shall have any responsibility for each of clauses (i) through (iii), any such LiabilitiesLiabilities resulting from any litigation, claims, disputes, penalties, agency inquiries or enforcement actions. All assets held in trust to fund the Parent Benefit Plans and all insurance policies funding the Parent Benefit Plans shall be Parent Assets, except to the extent specifically provided otherwise in this Agreement. (b) As of the Distribution DateEffective Time, except as otherwise expressly provided for otherwise in this Agreement, including under Section 5.02 hereof, Post shall, SpinCo shall assume or shall retain (or cause one or more members of the Post Group to, a SpinCo Entity to assume or retain, as applicable, ) and Post SpinCo hereby agrees to (or agrees to cause the applicable SpinCo Entity to) pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Post SpinCo Benefit Plans, (ii) all Liabilities with respect to the employmentemployment of SpinCo Employees, service, termination of employment or termination of service of all Post Employees and the respective dependents and beneficiaries of such Post Employees and (iii) any other Liabilities expressly assigned or allocated to Post or any member of the Post Group SpinCo Entity under this Agreement, and neither Ralcorp nor any other member including, for clarity, in the case of the Ralcorp Group shall have any responsibility for any such Liabilities. (c) The assumption by Post each of Liabilities under this Agreement shall not create any obligation of Post to reimburse Ralcorp for any Liabilities paid or discharged by Ralcorp before the Distribution Date. The assumption by Ralcorp of Liabilities under this Agreement shall not create any obligation of Ralcorp to reimburse Post for any Liabilities paid or discharged by Post before the Distribution Date. (d) clauses (i) From time through (iii), any such Liabilities resulting from any litigation, claims, disputes, penalties, agency inquiries or enforcement actions. All assets held in trust to time after fund the Distribution DateSpinCo Benefit Plans and all insurance policies funding the SpinCo Benefit Plans shall be SpinCo Assets, Post (acting directly or through a member of except to the Post Group) shall promptly reimburse Ralcorp, upon Ralcorp’s reasonable request and the presentation by Ralcorp of such substantiating documentation as Post may reasonably request, for the cost of any Liabilities satisfied by Ralcorp or any member of the Ralcorp Group that are, pursuant to extent specifically provided otherwise in this Agreement, the responsibility of Post or any member of the Post Group.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution DateEffective Time, except as otherwise expressly provided for otherwise in this Agreement, including under Section 5.02 hereof, Ralcorp shall, Parent shall assume or shall retain (or cause one or more members of the Ralcorp Group to, a Parent Entity to assume or retain, as applicable, ) and Parent hereby agrees to (or agrees to cause the applicable Parent Entity to) pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Ralcorp Parent Benefit PlansPlans with respect to Parent Employees, Former Employees and their respective dependents and beneficiaries, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service employment of all Ralcorp Parent Employees and the respective dependents and beneficiaries of such Ralcorp Employees Former Employees, and (iii) any other Liabilities expressly assigned or allocated to Ralcorp or any member of the Ralcorp Group Parent Entity under this Agreement, and neither Post nor any other member including, for clarity, in the case of the Post Group shall have any responsibility for each of clauses (i) through (iii), any such LiabilitiesLiabilities resulting from any litigation, claims, disputes, penalties, agency inquiries or enforcement actions. All assets held in trust to fund the Parent Benefit Plans and all insurance policies funding the Parent Benefit Plans shall be Parent Assets, except to the extent specifically provided otherwise in this Agreement. (b) As of the Distribution DateEffective Time, except as otherwise expressly provided for otherwise in this Agreement, including under Section 5.02 hereof, Post shall, SpinCo shall assume or shall retain (or cause one or more members of the Post Group to, a SpinCo Entity to assume or retain, as applicable, ) and Post SpinCo hereby agrees to (or agrees to cause the applicable SpinCo Entity to) pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Post SpinCo Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service employment of all Post Employees and the respective dependents and beneficiaries of such Post Employees SpinCo Employees, and (iii) any other Liabilities expressly assigned or allocated to Post or any member of the Post Group SpinCo Entity under this Agreement, and neither Ralcorp nor any other member including, for clarity, in the case of the Ralcorp Group shall have any responsibility for any such Liabilities. (c) The assumption by Post each of Liabilities under this Agreement shall not create any obligation of Post to reimburse Ralcorp for any Liabilities paid or discharged by Ralcorp before the Distribution Date. The assumption by Ralcorp of Liabilities under this Agreement shall not create any obligation of Ralcorp to reimburse Post for any Liabilities paid or discharged by Post before the Distribution Date. (d) clauses (i) From time through (iii), any such Liabilities resulting from any litigation, claims, disputes, penalties, agency inquiries or enforcement actions. All assets held in trust to time after fund the Distribution DateSpinCo Benefit Plans and all insurance policies funding the SpinCo Benefit Plans shall be SpinCo Assets, Post (acting directly or through a member of except to the Post Group) shall promptly reimburse Ralcorp, upon Ralcorp’s reasonable request and the presentation by Ralcorp of such substantiating documentation as Post may reasonably request, for the cost of any Liabilities satisfied by Ralcorp or any member of the Ralcorp Group that are, pursuant to extent specifically provided otherwise in this Agreement, the responsibility of Post or any member of the Post Group.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution DateEffective Time, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Ralcorp EPC shall, or shall cause one or more members of the Ralcorp EPC Group to, assume or retain, as applicable, and hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Ralcorp EPC Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Ralcorp EPC Employees, former EPC Employees and the respective dependents and beneficiaries of such Ralcorp EPC Employees and former EPC Employees and (iii) any other Liabilities expressly assigned or allocated to Ralcorp EPC or any member of the Ralcorp EPC Group under this Agreement, and neither Post EHP nor any other member of the Post EHP Group shall have any responsibility for any such Liabilities. (b) As of the Distribution DateEffective Time, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Post EHP shall, or shall cause one or more members of the Post EHP Group to, assume or retain, as applicable, and Post EHP hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Post EHP Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Post EHP Employees, former EHP Employees and the respective dependents and beneficiaries of such Post EHP Employees, and former EHP Employees and (iii) any other Liabilities expressly assigned or allocated to Post EHP or any member of the Post EHP Group under this Agreement, and neither Ralcorp EPC nor any other member of the Ralcorp EPC Group shall have any responsibility for any such Liabilities. (c) The assumption by Post EHP of Liabilities under this Agreement shall not create any obligation of Post EHP to reimburse Ralcorp EPC for any Liabilities paid or discharged by Ralcorp EPC before the Distribution DateEffective Time. The assumption by Ralcorp EPC of Liabilities under this Agreement shall not create any obligation of Ralcorp EPC to reimburse Post EHP for any Liabilities paid or discharged by Post EHP before the Distribution DateEffective Time. (d) (i) From time to time after the Distribution DateEffective Time, Post EHP (acting directly or through a member of the Post EHP Group) shall promptly reimburse RalcorpEPC, upon RalcorpEPC’s reasonable request and the presentation by Ralcorp EPC of such substantiating documentation as Post EHP may reasonably request, for the cost of any Liabilities satisfied by Ralcorp EPC or any member of the Ralcorp EPC Group that are, pursuant to this Agreement, the responsibility of Post EHP or any member of the Post EHP Group. (ii) From time to time after the Effective Time, EPC (acting directly or through a member of the EPC Group) shall promptly reimburse EHP, upon EHP’s reasonable request and the presentation by EHP of such substantiating documentation as EPC may reasonably request, for the cost of any Liabilities satisfied by EHP or any member of the EHP Group that are, pursuant to this Agreement, the responsibility of EPC or any member of the EPC Group.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Spinco Distribution Date, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Ralcorp Spinco shall, or shall cause one or more members of the Ralcorp Spinco Group to, assume or retain, as applicable, retain and Spinco hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Ralcorp Benefit Spinco Plans, (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all Ralcorp Employees and the respective Spinco Employees, Former Spinco 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 non-payroll worker of such Ralcorp Employees and any member of the Spinco Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the Spinco Group), to the extent arising in connection with or as a result of employment with or the performance of services for any member of the Spinco Group, (iii) any other Liabilities expressly assigned assumed by or allocated to Ralcorp retained by Spinco or any member of the Ralcorp Group its Subsidiaries under this Agreement, including, without limitation, Liabilities assumed pursuant to Articles V and neither Post nor any other member VI of this Agreement, and (iv) all Liabilities under all Spinco Multiemployer Plans. For the Post Group avoidance of doubt, all Spinco Plans (including Spinco Plans not specifically addressed in this Agreement) shall have any responsibility for any such Liabilitiescontinue to be Spinco Plans following the Spinco Distribution Date and shall remain obligations of Spinco. (b) As of the Spinco Distribution Date, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Post Remainco shall, or shall cause one or more members of the Post Remainco Group to, assume or retain, as applicable, retain and Post Remainco hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Post Benefit Remainco Plans, (ii) all Liabilities with respect to the employment, service, retirement, termination of employment or termination of service of all Post Employees and the respective Remainco Employees, Former Remainco 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 non-payroll worker of such Post Employees any member of the Remainco Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the Spinco Group), and (iii) any other Liabilities expressly assigned assumed or allocated to Post retained by Remainco or any member of the Post Group its Subsidiaries under this Agreement, and neither Ralcorp nor any other member of the Ralcorp Group shall have any responsibility for any such Liabilities. (c) The assumption by Post of Liabilities under this Agreement shall not create any obligation of Post to reimburse Ralcorp for any Liabilities paid or discharged by Ralcorp before the Distribution Date. The assumption by Ralcorp of Liabilities under this Agreement shall not create any obligation of Ralcorp to reimburse Post for any Liabilities paid or discharged by Post before the Distribution Date. (d) (i) From time to time after the Distribution Date, Post (acting directly or through a member of the Post Group) shall promptly reimburse Ralcorp, upon Ralcorp’s reasonable request and the presentation by Ralcorp of such substantiating documentation as Post may reasonably request, for the cost of any Liabilities satisfied by Ralcorp or any member of the Ralcorp Group that are, pursuant to this Agreement, the responsibility of Post or any member of the Post Group.

Assumption and Retention of Liabilities; Related Assets. (a) As of On and after the Distribution Date, except as otherwise expressly provided for in this AgreementAgreement or as required by applicable law, including under Section 5.02 hereof, Ralcorp shall, or NCR shall cause one or more members of the Ralcorp Group to, assume or retain, as applicable, retain and NCR hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Ralcorp NCR Benefit PlansPlans 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 NCR Employees or Former NCR Employees, (ii) all Liabilities with respect to the employment, service, hiring practices or termination of employment or termination of service of all Ralcorp NCR Employees, Former NCR Employees and the 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 non-payroll worker of such Ralcorp Employees any member of the NCR Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the NCR Group) and their respective dependents and beneficiaries, in each case, whenever arising, to the extent arising in connection with or as a result of employment with or the performance of services to any member of the NCR Group, and (iii) any other Liabilities expressly assigned or allocated to Ralcorp NCR or any member of the Ralcorp NCR Group under this Agreement. All Assets held in trust to fund the NCR Benefit Plans and all insurance policies funding the NCR Benefit Plans shall be Assets of NCR and Excluded Assets (as defined in the Separation and Distribution Agreement), and neither Post nor any other member of except to the Post Group shall have any responsibility for any such Liabilitiesextent specifically provided otherwise in this Agreement. (b) As of From and after the Distribution Date, except as otherwise expressly provided for in this AgreementAgreement or as required by applicable law, including under Section 5.02 hereof, Post shall, or Teradata shall cause one or more members of the Post Group to, assume or retain, as applicable, and Post Teradata hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Post Teradata Benefit PlansPlans 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 Teradata Employees or Former Teradata Employees, (ii) all Liabilities with respect to the employment, service, hiring practices or termination of employment or termination of service of all Post Teradata Employees, Former Teradata Employees and the 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 non-payroll worker of such Post Employees Teradata or a member of the Teradata Group or in any other employment, non-employment, or retainer arrangement, or relationship with Teradata or a member of the Teradata Group) and their respective dependents and beneficiaries, in each case, whenever arising, to the extent arising in connection with or as a result of employment with or the performance of services to any member of the Teradata Group and the NCR Group (other than, subject to Section 2.2(b)(i), any liabilities arising under Section 2.2(a)(ii)), and (iii) any other all Liabilities that are expressly assigned or allocated to Post Teradata or any member of the Post Teradata Group under this Agreement, and neither Ralcorp nor any other member of the Ralcorp Group shall have any responsibility for any such Liabilities. (c) The assumption by Post of Liabilities under this Agreement shall not create any obligation of Post to reimburse Ralcorp for any Liabilities paid or discharged by Ralcorp before the Distribution Date. The assumption by Ralcorp of Liabilities under this Agreement shall not create any obligation of Ralcorp to reimburse Post for any Liabilities paid or discharged by Post before the Distribution Date. (d) (i) From time to time after the Distribution Date, Post (acting directly or through a member of the Post Group) shall promptly reimburse Ralcorp, upon Ralcorp’s reasonable request and the presentation by Ralcorp of such substantiating documentation as Post may reasonably request, for the cost of any Liabilities satisfied by Ralcorp or any member of the Ralcorp Group that are, pursuant to this Agreement, the responsibility of Post or any member of the Post Group.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution DateEffective Time, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Ralcorp ADP shall, or shall cause one or more members of the Ralcorp ADP Group to, assume or retain, as applicable, and ADP hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Ralcorp ADP Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Ralcorp Employees ADP Employees, Former ADP 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 any member of the respective ADP Group or in any other employment, non-employment, retainer arrangement, or relationship with any member 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 for any member of the ADP Group, (iii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Former Broadridge Employees, their dependents and beneficiaries of such Ralcorp Employees and (iiiiv) any other Liabilities or obligations expressly assigned or allocated to Ralcorp ADP or any member of the Ralcorp Group its Affiliates under this Agreement. For purposes of clarification, the Liabilities assumed or retained by the ADP Group as provided for in this Section 2.1(a) are intended to be ADP Liabilities as such term is defined in the Separation and neither Post nor any other member of the Post Group shall have any responsibility for any such LiabilitiesDistribution Agreement. (b) As of the Distribution DateEffective Time, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Post Broadridge shall, or shall cause one or more members of the Post Broadridge Group to, assume or retain, as applicable, and Post Broadridge hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Post Broadridge Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Post Employees and the respective Broadridge Employees, their dependents and beneficiaries and other persons who provide services to the Broadridge Group (including any individual who is an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of such Post Employees any member of the Broadridge Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Broadridge Group), and (iii) any other Liabilities or obligations expressly assigned or allocated to Post Broadridge or any member of the Post Group its Affiliates under this Agreement. For purposes of clarification, the Liabilities assumed by the Broadridge Group as provided for in this Section 2.1(b) are intended to be Broadridge Liabilities as such term is defined in the Separation and neither Ralcorp nor any other member of the Ralcorp Group shall have any responsibility for any such LiabilitiesDistribution Agreement. (c) The assumption by Post of Liabilities under this Agreement shall not create any obligation of Post to reimburse Ralcorp for any Liabilities paid or discharged by Ralcorp before the Distribution Date. The assumption by Ralcorp of Liabilities under this Agreement shall not create any obligation of Ralcorp to reimburse Post for any Liabilities paid or discharged by Post before the Distribution Date. (d) (i) From time to time after the Distribution DateDistribution, Post (acting directly or through a member of the Post Group) Broadridge shall promptly reimburse RalcorpADP, upon RalcorpADP’s reasonable request and the presentation by Ralcorp ADP of such substantiating documentation as Post may Broadridge shall reasonably request, for the cost of any obligations or Liabilities satisfied by Ralcorp ADP or any member of the Ralcorp Group its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of Post Broadridge or any member of its Affiliates. (d) From time to time after the Post GroupDistribution, ADP shall promptly reimburse Broadridge, upon Broadridge’s reasonable request and the presentation by Broadridge of such substantiating documentation as ADP shall reasonably request, for the cost of any obligations or Liabilities satisfied by Broadridge 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 Date, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Ralcorp shall, or shall cause one or more members of the Ralcorp Group to, assume or retain, as applicable, and hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Ralcorp Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Ralcorp Employees and the respective dependents and beneficiaries of such Ralcorp Employees and (iii) any other Liabilities expressly assigned or allocated to Ralcorp or any member of the Ralcorp Group under this Agreement, and neither Post nor any other member of the Post Group shall have any responsibility for any such Liabilities. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Post shall, or shall cause one or more members of the Post Group to, assume or retain, as applicable, and Post hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Post Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Post Employees and the respective dependents and beneficiaries of such Post Employees and (iii) any other Liabilities expressly assigned or allocated to Post or any member of the Post Group under this Agreement, and neither Ralcorp nor any other member of the Ralcorp Group shall have any responsibility for any such Liabilities. (c) The assumption by Post of Liabilities under this Agreement shall not create any obligation of Post to reimburse Ralcorp for any Liabilities paid or discharged by Ralcorp before the Distribution Date. The assumption by Ralcorp of Liabilities under this Agreement shall not create any obligation of Ralcorp to reimburse Post for any Liabilities paid or discharged by Post before the Distribution Date. (d) (i) From time to time after the Distribution Date, Post (acting directly or through a member of the Post Group) shall promptly reimburse Ralcorp, upon Ralcorp’s reasonable request and the presentation by Ralcorp of such substantiating documentation as Post may reasonably request, for the cost of any Liabilities satisfied by Ralcorp or any member of the Ralcorp Group that are, pursuant to this Agreement, the responsibility of Post or any member of the Post Group. (ii) From time to time after the Distribution Date, Ralcorp (acting directly or through a member of the Ralcorp Group) shall promptly reimburse Post, upon Post’ reasonable request and the presentation by Post of such substantiating documentation as Ralcorp may reasonably request, for the cost of any Liabilities satisfied by Post or any member of the Post Group that are, pursuant to this Agreement, the responsibility of Ralcorp or any member of the Ralcorp Group.

Assumption and Retention of Liabilities; Related Assets. (ai) As Effective as of the Distribution DateIPO Closing Time, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Ralcorp shall, or the CBS Group shall cause one or more members of the Ralcorp Group to, assume or retain, as applicable, retain and the CBS Group hereby agrees to pay, perform, fulfill and discharge, in due course in full (iA) all Liabilities liabilities under all Ralcorp 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, service, termination of employment or termination of service employment of all Ralcorp Employees CBS Employees, Former CBS Employees, and the respective dependents and beneficiaries 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 such Ralcorp Employees and (iii) any other Liabilities expressly assigned or allocated to Ralcorp or any member of the Ralcorp CBS Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member 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 member of the CBS Group, and (C) any other liabilities expressly assigned to 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 CBS Benefit Plans and neither Post nor any other member all insurance policies funding the CBS Benefit Plans shall be assets of CBS, except to the Post Group shall have any responsibility for any such Liabilitiesextent specifically provided otherwise in this Agreement. (bii) As Effective as of the Distribution DateIPO Closing Time, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Post shall, or the Outdoor Americas Group shall cause one or more members of the Post Group to, assume or retain, as applicable, and Post the Outdoor Americas Group hereby agrees to pay, perform, fulfill and discharge, in due course in full full, (iA) all Liabilities liabilities under all Post Outdoor Americas Benefit Plans, (iiB) all Liabilities liabilities with respect to the employment, service, termination of employment or termination of service employment of all Post Employees Outdoor Americas Employees, Former Outdoor Americas Employees, and the respective dependents and beneficiaries 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 such Post Employees and (iii) any other Liabilities expressly assigned or allocated to Post or any member of the Post Outdoor Americas Group or in any other employment, non-employment, or retainer arrangement, or relationship with a member of the Outdoor 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 member of the Outdoor Group, and (C) any other liabilities expressly assigned to any member of the Outdoor Group under this Agreement, and neither Ralcorp nor any other member of the Ralcorp Group shall have any responsibility for any such Liabilities. (c) The assumption by Post of Liabilities under this Agreement shall not create any obligation of Post to reimburse Ralcorp for any Liabilities paid in each case, whether arising before, on or discharged by Ralcorp before the Distribution Date. The assumption by Ralcorp of Liabilities under this Agreement shall not create any obligation of Ralcorp to reimburse Post for any Liabilities paid or discharged by Post before the Distribution Date. (d) (i) From time to time after the Distribution DateIPO Closing Time. All assets held in trust to fund the Outdoor Benefit Plans and all insurance policies funding the Outdoor Benefit Plans shall be Assets of Outdoor, Post (acting directly or through a member of except to the Post Group) shall promptly reimburse Ralcorp, upon Ralcorp’s reasonable request and the presentation by Ralcorp of such substantiating documentation as Post may reasonably request, for the cost of any Liabilities satisfied by Ralcorp or any member of the Ralcorp Group that are, pursuant to extent specifically provided otherwise in this Agreement, the responsibility of Post or any member of the Post Group.

Assumption and Retention of Liabilities; Related Assets. (ai) As Effective as of the Distribution DateIPO Closing Time, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Ralcorp shall, or the CBS Group shall cause one or more members of the Ralcorp Group to, assume or retain, as applicable, retain and the CBS Group hereby agrees to pay, perform, fulfill and discharge, in due course in full (iA) all Liabilities liabilities under all Ralcorp 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, service, termination of employment or termination of service employment of all Ralcorp Employees CBS Employees, Former CBS Employees, and the respective dependents and beneficiaries 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 such Ralcorp Employees and (iii) any other Liabilities expressly assigned or allocated to Ralcorp or any member of the Ralcorp CBS Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member 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 member of the CBS Group, and (C) any other liabilities expressly assigned to 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 CBS Benefit Plans and neither Post nor any other member all insurance policies funding the CBS Benefit Plans shall be assets of CBS, except to the Post Group shall have any responsibility for any such Liabilitiesextent specifically provided otherwise in this Agreement. (bii) As Effective as of the Distribution DateIPO Closing Time, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Post shall, or the Outdoor Americas Group shall cause one or more members of the Post Group to, assume or retain, as applicable, and Post the Outdoor Americas Group hereby agrees to pay, perform, fulfill and discharge, in due course in full full, (iA) all Liabilities liabilities under all Post Outdoor Americas Benefit Plans, (iiB) all Liabilities Table of Contents liabilities with respect to the employment, service, termination of employment or termination of service employment of all Post Employees Outdoor Americas Employees, Former Outdoor Americas Employees, and the respective dependents and beneficiaries 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 such Post Employees and (iii) any other Liabilities expressly assigned or allocated to Post or any member of the Post Outdoor Americas Group or in any other employment, non-employment, or retainer arrangement, or relationship with a member of the Outdoor 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 member of the Outdoor Group, and (C) any other liabilities expressly assigned to any member of the Outdoor Group under this Agreement, and neither Ralcorp nor any other member of the Ralcorp Group shall have any responsibility for any such Liabilities. (c) The assumption by Post of Liabilities under this Agreement shall not create any obligation of Post to reimburse Ralcorp for any Liabilities paid in each case, whether arising before, on or discharged by Ralcorp before the Distribution Date. The assumption by Ralcorp of Liabilities under this Agreement shall not create any obligation of Ralcorp to reimburse Post for any Liabilities paid or discharged by Post before the Distribution Date. (d) (i) From time to time after the Distribution DateIPO Closing Time. All assets held in trust to fund the Outdoor Benefit Plans and all insurance policies funding the Outdoor Benefit Plans shall be Assets of Outdoor, Post (acting directly or through a member of except to the Post Group) shall promptly reimburse Ralcorp, upon Ralcorp’s reasonable request and the presentation by Ralcorp of such substantiating documentation as Post may reasonably request, for the cost of any Liabilities satisfied by Ralcorp or any member of the Ralcorp Group that are, pursuant to extent specifically provided otherwise in this Agreement, the responsibility of Post or any member of the Post Group.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Ralcorp United Online shall, or shall cause one or more members of the Ralcorp Group UOL Entities to, assume or retain, as applicable, retain and United Online hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Ralcorp UOL Benefit Plans, (ii) all Liabilities with respect to the employment, service, workers compensation, termination of employment or termination of service of all Ralcorp UOL Employees and the respective Former UOL 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 such Ralcorp Employees any member of the UOL Entities or in any other employment, non-employment, or retainer arrangement, or relationship with any member 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 for any member of the UOL Entities or FTD Entities, and (iii) any other Liabilities or obligations expressly assigned or allocated to Ralcorp or any member of the Ralcorp Group UOL Entities under this Agreement, and neither Post nor any other member . The Liabilities assumed or retained by the UOL Entities as provided for in this Section 2.1(a) shall be UOL Liabilities for all purposes of the Post Group shall have any responsibility for any such LiabilitiesSeparation Agreement. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Post FTD shall, or shall cause one or more members of the Post Group FTD Entities to, assume or retain, as applicable, and Post FTD hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Post FTD Benefit Plans, (ii) all Liabilities with respect to the employment, service, workers compensation, termination of employment or termination of service of all Post FTD Employees and the respective 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 non-payroll worker of such Post Employees any member of the FTD Entities or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the FTD Entities or whose 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, and (iii) any other Liabilities or obligations expressly assigned or allocated to Post or any member of the Post Group FTD Entities under this Agreement, and neither Ralcorp nor any other member . 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 Ralcorp Group shall have any responsibility for any such LiabilitiesSeparation Agreement. (c) The assumption by Post of Liabilities under this Agreement shall not create any obligation of Post to reimburse Ralcorp for any Liabilities paid or discharged by Ralcorp before the Distribution Date. The assumption by Ralcorp of Liabilities under this Agreement shall not create any obligation of Ralcorp to reimburse Post for any Liabilities paid or discharged by Post before the Distribution Date. (d) (i) From time to time after the Distribution Date, Post (acting directly or through a member of the Post Group) shall promptly reimburse Ralcorp, upon Ralcorp’s reasonable request and the presentation by Ralcorp of such substantiating documentation as Post may reasonably request, for the cost of any Liabilities satisfied by Ralcorp or any member of the Ralcorp Group that are, pursuant to this Agreement, the responsibility of Post or any member of the Post Group.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution DateEffective Time, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Ralcorp EPC shall, or shall cause one or more members of the Ralcorp EPC Group to, assume or retain, as applicable, and hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Ralcorp EPC Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Ralcorp EPC Employees, former EPC Employees and the respective dependents and beneficiaries of such Ralcorp EPC Employees and former EPC Employees and (iii) any other Liabilities expressly assigned or allocated to Ralcorp EPC or any member of the Ralcorp EPC Group under this Agreement, and neither Post EHP nor any other member of the Post EHP Group shall have any responsibility for any such Liabilities. (b) As of the Distribution DateEffective Time, except as otherwise expressly provided for in this Agreement, including under Section 5.02 hereof, Post EHP shall, or shall cause one or more members of the Post EHP Group to, assume or retain, as applicable, and Post EHP hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Post EHP Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Post EHP Employees, former EHP Employees and the respective dependents and beneficiaries of such Post EHP Employees, and former EHP Employees and (iii) any other Liabilities expressly assigned or allocated to Post EHP or any member of the Post EHP Group under this Agreement, and neither Ralcorp EPC nor any other member of the Ralcorp EPC Group shall have any responsibility for any such Liabilities. (c) The assumption by Post EHP of Liabilities under this Agreement shall not create any obligation of Post EHP to reimburse Ralcorp EPC for any Liabilities paid or discharged by Ralcorp EPC before the Distribution DateEffective Time. The assumption by Ralcorp EPC of Liabilities under this Agreement shall not create any obligation of Ralcorp EPC to reimburse Post EHP for any Liabilities paid or discharged by Post EHP before the Distribution DateEffective Time. (d) (i) From time to time after the Distribution DateEffective Time, Post EHP (acting directly or through a member of the Post EHP Group) shall promptly reimburse RalcorpEPC, upon RalcorpEPC’s reasonable request and the presentation by Ralcorp EPC of such substantiating documentation as Post EHP may reasonably request, for the cost of any Liabilities satisfied by Ralcorp EPC or any member of the Ralcorp EPC Group that are, pursuant to this Agreement, the responsibility of Post EHP or any member of the Post EHP Group. (ii) From time to time after the Effective Time, EPC (acting directly or through a member of the EPC Group) shall promptly reimburse EHP, upon EHP’s reasonable request and the presentation by EHP of such substantiating documentation as EPC may reasonably request, for the cost of any Liabilities satisfied by EHP or any member of the EHP Group that are, pursuant to this Agreement, the responsibility of EPC or any member of the EPC Group.