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, Holdings shall, or shall cause one or more members of the Matson Group to, assume or retain and Holdings hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Holdings Benefit Plans, (ii) all Liabilities with respect to the employment, service, workers compensation, termination of employment or termination of service of all Holdings Employees and Former Holdings 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 Matson Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Matson Group or whose employment or service is or was otherwise primarily associated with the Matson 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 Matson Group or A&B Group, and (iii) any other Liabilities or obligations expressly assigned to Holdings or any of its Affiliates under this Agreement. The Liabilities assumed or retained by the Matson Group as provided for in this Section 2.1(a) shall be Matson Liabilities for all purposes of the Separation Agreement. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, New A&B shall, or shall cause one or more members of the A&B Group to, assume or retain, as applicable, and New A&B hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all New A&B Benefit Plans, (ii) all Liabilities with respect to the employment, service, workers compensation, termination of employment or termination of service of all New A&B Employees and Former A&B 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 A&B Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the A&B Group or whose employment or service is or was otherwise primarily associated with the A&B 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 Matson Group or A&B Group, and (iii) any other Liabilities or obligations expressly assigned to New A&B or any of its Affiliates under this Agreement. The Liabilities assumed or retained by the A&B Group as provided for in this Section 2.1(b) shall be A&B Liabilities for all purposes of the Separation Agreement.

Appears in 3 contracts

Samples: Employee Matters Agreement (A & B II, Inc.), Employee Matters Agreement (Alexander & Baldwin Inc), Employee Matters Agreement (A & B II, Inc.)

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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 for in this Agreement, Holdings Myriad shall, or shall cause one or more members of the Matson Myriad Group to, assume or retain retain, as applicable, and Holdings hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Holdings Myriad Benefit PlansPlans (except that Myriad shall have no liability with respect to any assets of the Myriad 401(k) Plan to the extent, and as of the date, that such assets are transferred to the MPI 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, workers compensation, termination of employment or termination of service of all Holdings Employees and Myriad Employees, Former Holdings Myriad 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 Matson Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Matson Group or whose employment or service is or was otherwise primarily associated with the Matson BusinessesMyriad 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 Matson Group or A&B Myriad Group, and (iii) any other Liabilities or obligations expressly assigned to Holdings Myriad or any of its Affiliates (other than any member of the MPI Group) under this Agreement. The For purposes of clarification, the Liabilities assumed or retained by the Matson Myriad Group as provided for in this Section 2.1(a) shall or elsewhere in this Agreement are intended to be Matson Liabilities for all purposes of the Separation AgreementMyriad Liabilities. (b) As of the Distribution Datedate hereof and with effect at the Effective Time, except as otherwise expressly provided for in this Agreement, New A&B MPI shall, or shall cause one or more members of the A&B MPI Group to, assume or retain, as applicable, and New A&B hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all New A&B MPI 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, workers compensation, termination of employment or termination of service of all New A&B Employees and MPI Employees, Former A&B MPI 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 A&B Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the A&B Myriad Group or whose employment or service is or was otherwise primarily associated with the A&B BusinessesMPI 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 Matson Group or A&B MPI Group, or in the case of Former MPI Employees, the Myriad Group and (iii) any other Liabilities or obligations expressly assigned to New A&B MPI or any of its Affiliates (other than any member of the Myriad Group) under this Agreement. The For purposes of clarification, the Liabilities assumed or retained by the A&B MPI Group as provided for in this Section 2.1(b) shall or elsewhere in this Agreement are intended to be A&B MPI Liabilities for all purposes of 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 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 Distribution Date. (d) Myriad 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, for which Myriad will provide data and information (to the extent permitted by applicable Laws and consistent with Section 8.1) to MPI, who will be responsible for making such filings in respect of MPI Employees.

Appears in 3 contracts

Samples: Employee Matters Agreement (Myriad Pharmaceuticals, Inc.), Employee Matters Agreement (Myriad Genetics Inc), Employee Matters Agreement (Myriad Pharmaceuticals, Inc.)

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Holdings RemainCo shall, or shall cause one or more members of the Matson RemainCo Group to, assume or retain and Holdings RemainCo hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities liabilities under all Holdings RemainCo Benefit Plans, (ii) all Liabilities liabilities (excluding liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, service, workers compensation, termination of employment or termination of service of all Holdings RemainCo Employees and Former Holdings RemainCo 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 Matson RemainCo Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Matson RemainCo Group or whose employment or service is or was otherwise primarily associated with the Matson BusinessesRemainCo Core Business (as defined in the Distribution Agreement)), 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 Matson RemainCo Group or A&B SpinCo Group, and (iii) any other Liabilities liabilities or obligations expressly assigned to Holdings RemainCo or any of its Affiliates affiliates under this Agreement. The Liabilities assumed or retained by the Matson Group as provided for in this Section 2.1(a) shall be Matson Liabilities for all purposes of the Separation Agreement. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, New A&B SpinCo shall, or shall cause one or more members of the A&B SpinCo Group to, assume or retain, as applicable, retain and New A&B SpinCo hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities liabilities under all New A&B SpinCo Benefit Plans, (ii) all Liabilities liabilities (excluding liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, service, workers compensation, termination of employment or termination of service of all New A&B SpinCo Employees and Former A&B SpinCo 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 A&B SpinCo Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the A&B SpinCo Group or whose employment or service is or was otherwise primarily associated with the A&B BusinessesSpinCo Core Business (as defined in the Distribution Agreement)), 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 Matson RemainCo Group or A&B SpinCo Group, and (iii) any other Liabilities liabilities or obligations expressly assigned to New A&B SpinCo or any of its Affiliates affiliates under this Agreement. The Liabilities . (c) From time to time after the Distribution, SpinCo shall promptly reimburse RemainCo, upon RemainCo’s reasonable request and the presentation by RemainCo of such substantiating documentation as SpinCo shall reasonably request, for the cost of any obligations or liabilities satisfied or assumed by RemainCo or retained its affiliates that are, or that have been made pursuant to this Agreement, the responsibility of SpinCo or any of its affiliates. (d) From time to time after the Distribution, RemainCo shall promptly reimburse SpinCo, upon SpinCo’s reasonable request and the presentation by SpinCo of such substantiating documentation as RemainCo shall reasonably request, for the A&B Group as provided for in cost of any obligations or liabilities satisfied or assumed by SpinCo or its affiliates that are, or that have been made pursuant to this Section 2.1(b) shall be A&B Liabilities for all purposes Agreement, the responsibility of the Separation AgreementRemainCo or its affiliates.

Appears in 3 contracts

Samples: Employee Matters Agreement (Hill-Rom Holdings, Inc.), Employee Matters Agreement (Hillenbrand, Inc.), Employee Matters Agreement (Batesville Holdings, Inc.)

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Holdings Bentley shall, or shall cause one or more members of the Matson Bentley Group to, assume or retain retain, as applicable, and Holdings hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Holdings Bentley 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, workers compensation, termination of employment or termination of service of all Holdings Employees and Bentley Employees, Former Holdings Bentley 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 Matson Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Matson Group or whose employment or service is or was otherwise primarily associated with the Matson BusinessesBentley 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 Matson Group or A&B Bentley Group, and (iii) any other Liabilities or obligations expressly assigned to Holdings Bentley or any of its Affiliates (other than any member of the CPEX Group) under this Agreement. The For purposes of clarification, the Liabilities assumed or retained by the Matson Bentley Group as provided for in this Section 2.1(a) shall or elsewhere in this Agreement are intended to be Matson Liabilities for all purposes of the Separation AgreementBentley Liabilities. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, New A&B CPEX shall, or shall cause one or more members of the A&B CPEX Group to, assume or retain, as applicable, and New A&B hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all New A&B CPEX 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, workers compensation, termination of employment or termination of service of all New A&B Employees and CPEX Employees, Former A&B CPEX 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 A&B Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the A&B Bentley Group or whose employment or service is or was otherwise primarily associated with the A&B BusinessesCPEX 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 Matson Group or A&B CPEX Group, or in the case of Former CPEX Employees, the Bentley Group and (iii) any other Liabilities or obligations expressly assigned to New A&B CPEX or any of its Affiliates (other than any member of the Bentley Group) under this Agreement. The For purposes of clarification, the Liabilities assumed or retained by the A&B CPEX Group as provided for in this Section 2.1(b) shall or elsewhere in this Agreement are intended to be A&B CPEX Liabilities for all purposes of 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 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 Distribution Date. (d) Bentley shall retain responsibility for all employee-related regulatory filings for reporting periods ending at or prior to 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, for which Bentley will provide data and information (to the extent permitted by applicable Laws and consistent with Section 8.1) to CPEX, who will be responsible for making such filings in respect of CPEX Employees.

Appears in 2 contracts

Samples: Employee Matters Agreement (CPEX Pharmaceuticals, Inc.), Employee Matters Agreement (CPEX Pharmaceuticals, Inc.)

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 for in this Agreement, Holdings ParentCo shall, or shall cause one or more members of the Matson ParentCo Group to, assume or retain retain, as applicable, and Holdings hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Holdings ParentCo Benefit PlansPlans (except with regard to the Theravance, Inc. 401(k) Plan (the “401(k) Plan”), as discussed below), (ii) all Liabilities (excluding Liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, service, workers compensation, termination of employment or termination of service of all Holdings Employees and ParentCo Employees, Former Holdings ParentCo 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 Matson Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Matson Group or whose employment or service is or was otherwise primarily associated with the Matson BusinessesParentCo 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 Matson Group or A&B ParentCo Group, and (iii) any other Liabilities or obligations expressly assigned to Holdings ParentCo or any of its Affiliates (other than any member of the SpinCo Group) under this Agreement. The For purposes of clarification, the Liabilities assumed or retained by the Matson ParentCo Group as provided for in this Section 2.1(a(a) shall or elsewhere in this Agreement are intended to be Matson Excluded Liabilities. Notwithstanding the foregoing, sponsorship and associated Liabilities for all purposes of the Separation Agreement401(k) Plan shall transfer to SpinCo; however, ParentCo will remain a participating employer of the 401(k) Plan for the benefit of its employees, and as such will retain any Liabilities associated with such status. (b) As of the Distribution Datedate hereof and with effect at the Effective Time, except as otherwise expressly provided for in this Agreement, New A&B SpinCo shall, or shall cause one or more members of the A&B SpinCo Group to, assume or retain, as applicable, and New A&B hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all New A&B SpinCo 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, workers compensation, termination of employment or termination of service of all New A&B Employees and SpinCo Employees, Former A&B SpinCo 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 A&B Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the A&B ParentCo Group or whose employment or service is or was otherwise primarily associated with the A&B BusinessesSpinCo 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 Matson Group SpinCo Group, or A&B in the case of Former SpinCo Employees, the ParentCo Group, and (iii) any other Liabilities or obligations expressly assigned to New A&B SpinCo or any of its Affiliates (other than any member of the ParentCo Group), under this Agreement. The For purposes of clarification, the Liabilities assumed or retained by the A&B SpinCo Group as provided for in this Section 2.1(b) shall or elsewhere in this Agreement are intended to be A&B SpinCo Liabilities for all purposes of 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) ParentCo 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 Entity inquiries, for which ParentCo will provide data and information (to the extent permitted by applicable Laws and consistent with Section 9.1) to SpinCo, who will be responsible for making such filings in respect of SpinCo Employees and Dual Employees (as relates to such Dual Employee’s employment with SpinCo, a SpinCo Parent, a SpinCo Subsidiary or a SpinCo Affiliate).

Appears in 2 contracts

Samples: Employee Matters Agreement (Theravance Biopharma, Inc.), Employee Matters Agreement (Theravance Biopharma, Inc.)

Assumption and Retention of Liabilities; Related Assets. (a) As of the Spinco Distribution Date, except as otherwise expressly provided for in this Agreement, Holdings Spinco shall, or shall cause one or more members of the Matson Spinco Group to, assume or retain and Holdings Spinco hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Holdings Spinco Benefit Plans, (ii) all Liabilities with respect to the employment, retirement, service, workers compensation, termination of employment or termination of service of all Holdings Spinco Employees and Former Holdings 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 Matson Spinco Group or in any other employment, non-employment, or retainer arrangement, arrangement or relationship with any member of the Matson Group or whose employment or service is or was otherwise primarily associated with the Matson BusinessesSpinco 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 Matson Group or A&B Spinco Group, and (iii) any other Liabilities expressly assumed by or obligations expressly assigned to Holdings retained by Spinco or any of its Affiliates Subsidiaries under this Agreement. The , including, without limitation, Liabilities assumed or retained by pursuant to Articles V and VI of this Agreement. For the Matson Group as provided for avoidance of doubt, all Spinco Benefit Plans (including Spinco Benefit Plans not specifically addressed in this Section 2.1(aAgreement) shall continue to be Matson Liabilities for all purposes Spinco Benefit Plans following the Spinco Distribution Date and shall remain obligations of the Separation AgreementSpinco. (b) As of the Spinco Distribution Date, except as otherwise expressly provided for in this Agreement, New A&B Remainco shall, or shall cause one or more members of the A&B Remainco Group to, assume or retain, as applicable, retain and New A&B Remainco hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all New A&B Remainco Benefit Plans, (ii) all Liabilities with respect to the employment, service, workers compensationretirement, termination of employment or termination of service of all New A&B Employees and Remainco Employees, Former A&B Employees and Remainco Employees, Former Spinco Employees, 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 A&B Remainco Group or in any other employment, non-employment, or retainer arrangement, arrangement or relationship with any member of the A&B Group or whose Remainco Group), (iii) all Liabilities with respect to employment, service, retirement, termination of employment or termination of service is of all Spinco Employees arising out of or was otherwise primarily associated with resulting from the A&B Businesses), in each case transfer of such Spinco Employees to the extent arising in connection with or as a result of employment with or the performance of services for any member of the Matson Spinco Group or A&B Group, and (iiiiv) any other Liabilities expressly assumed or obligations expressly assigned to New A&B retained by Remainco or any of its Affiliates Subsidiaries under this Agreement. The Liabilities assumed or retained by the A&B Group as provided for in this Section 2.1(b) shall be A&B Liabilities for all purposes of the Separation Agreement.

Appears in 2 contracts

Samples: Employee Matters Agreement (Berry Global Group, Inc.), Employee Matters Agreement (Glatfelter Corp)

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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, Holdings Xxxxxxx shall, or shall cause one or more members of the Matson Xxxxxxx Group to, assume or retain retain, as applicable, and Holdings hereby agrees to pay, perform, fulfill and discharge, in due course in full full, (i) all Liabilities under all Holdings Xxxxxxx Benefit PlansArrangements, except for any such Liabilities relating to Newco Employees, whenever incurred; (ii) subject to Section 2.1(b), all Liabilities with respect to the employment, service, termination of employment or termination of service of all employees and independent contractors (other than Newco Employees and Newco Independent Contractors) of any member of the Xxxxxxx Group and their dependents and beneficiaries (and any alternate payees in respect thereof); (iii) all Liabilities relating to the transfer of Newco Employees from the Xxxxxxx Group to the Newco Group that arise in respect of any applicable notice and/or severance obligations or obligations to notify and/or consult in compliance with a Collective Bargaining Agreement or applicable Law, including but not limited to the Transfer Regulations; provided that any such Liabilities do not arise because of a failure of any member of the Newco Group or NetScout, as applicable, to offer or provide compensation or employee benefits as required by this Agreement, other than Liabilities to the extent caused by an action, or failure to act, by Xxxxxxx which in any case constitutes a breach of this Agreement; and (iv) any other Liabilities or obligations expressly assigned to Xxxxxxx or any of its Affiliates under this Agreement. (b) Effective as of the Separation Time, except as otherwise expressly provided for in this Agreement but notwithstanding the provisions of Section 2.1(a), Newco shall, or shall cause one or more members of the Newco Group to, assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course in full, (i) all Liabilities under all Xxxxxxx Benefit Arrangements relating to Newco Employees, whenever incurred, and all Liabilities under Newco Benefit Arrangements; (ii) all Liabilities with respect to the employment, service, workers compensation, termination of employment or termination of service of all Holdings Newco Employees and Former Holdings Employees Newco Independent Contractors 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 Matson Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Matson Group or whose employment or service is or was otherwise primarily associated with the Matson 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 Matson Group or A&B Group, and ; (iii) any other Liabilities or obligations expressly assigned to Holdings or any of its Affiliates under this Agreement. The Liabilities assumed or retained by the Matson Group as provided for in this Section 2.1(a) shall be Matson Liabilities for all purposes of the Separation Agreement. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, New A&B shall, or shall cause one or more members of the A&B Group to, assume or retain, as applicable, and New A&B hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all New A&B Benefit Plans, (ii) all Liabilities with respect to the employment, service, workers compensation, termination of employment or termination of service of all New A&B individuals who are not Newco Employees and Former A&B Employees and their dependents and beneficiaries or Newco Independent Contractors but where (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 A&B Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the A&B Group or whose employment or service is or was otherwise primarily associated with the A&B Businesses), in each case to the extent arising extent) the act or omission giving rise to such Liability arose while such individual was employed in connection with or as a result of employment with or providing substantial services to the performance of services for any member of the Matson Group or A&B Group, Communications Business; and (iiiiv) any other Liabilities or obligations expressly assigned to New A&B Newco or any of its Affiliates under this Agreement. The . (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 or retained by the A&B 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 equal to the cost actually incurred by the Party requesting reimbursement and shall be submitted to the other Party within 30 days of the payment by the Party requesting reimbursement. (d) Subject to applicable Law and the Tax Matters Agreement, Xxxxxxx 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 Xxxxxxx shall provide data and information (to the extent permitted by applicable Laws and consistent with Section 10.1) to Newco, which shall be responsible for making such filings in respect of Newco Employees. (e) Xxxxxxx 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 Xxxxxxx Group. Xxxxxxx shall be liable for all Employment Taxes due on any such Employment Tax Return. Xxxxxxx, 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 Xxxxxxx Group. Newco 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 Newco Group as provided with respect to periods (or portions thereof) following the Distribution Date. Newco shall be liable for all Employment Taxes due on any such Employment Tax Return. Newco, 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 Newco Group. (f) Notwithstanding anything set forth in this Section 2.1(b) shall be A&B Liabilities for all purposes Agreement to the contrary, to the extent that any provision of this Agreement would require any member of the Separation AgreementNewco Group or the NetScout Group to assume any Liability or otherwise perform any obligation in respect of a Delayed Transfer Newco Employee, such assumption or performance shall not occur or otherwise become effective until the Delayed Transfer Date applicable to such Delayed Transfer Newco Employee.

Appears in 2 contracts

Samples: Employee Matters Agreement (Netscout Systems Inc), Employee Matters Agreement (Netscout Systems Inc)

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Holdings RemainCo shall, or shall cause one or more members of the Matson RemainCo Group to, assume or retain and Holdings RemainCo hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities liabilities under all Holdings RemainCo Benefit Plans, (ii) all Liabilities liabilities (excluding liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, service, workers compensation, termination of employment or termination of service of all Holdings RemainCo Employees and Former Holdings RemainCo 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 Matson RemainCo Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Matson RemainCo Group or whose employment or service is or was otherwise primarily associated with the Matson BusinessesRemainCo Business (as defined in the Distribution Agreement)), 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 Matson RemainCo Group or A&B SpinCo Group, and (iii) any other Liabilities liabilities or obligations expressly assigned to Holdings RemainCo or any of its Affiliates affiliates under this Agreement. The Liabilities assumed or retained by the Matson Group as provided for in this Section 2.1(a) shall be Matson Liabilities for all purposes of the Separation Agreement. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, New A&B SpinCo shall, or shall cause one or more members of the A&B SpinCo Group to, assume or retain, as applicable, retain and New A&B SpinCo hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities liabilities under all New A&B SpinCo Benefit Plans, (ii) all Liabilities liabilities (excluding liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, service, workers compensation, termination of employment or termination of service of all New A&B SpinCo Employees and Former A&B SpinCo 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 A&B SpinCo Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the A&B SpinCo Group or whose employment or service is or was otherwise primarily associated with the A&B BusinessesSpinCo Business (as defined in the Distribution Agreement)), 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 Matson RemainCo Group or A&B SpinCo Group, and (iii) any other Liabilities liabilities or obligations expressly assigned to New A&B SpinCo or any of its Affiliates affiliates under this Agreement. The Liabilities . (c) From time to time after the Distribution, SpinCo shall promptly reimburse RemainCo, upon RemainCo’s reasonable request and the presentation by RemainCo of such substantiating documentation as SpinCo shall reasonably request, for the cost of any obligations or liabilities satisfied or assumed by RemainCo or retained its affiliates that are, or that have been made pursuant to this Agreement, the responsibility of SpinCo or any of its affiliates. (d) From time to time after the Distribution, RemainCo shall promptly reimburse SpinCo, upon SpinCo’s reasonable request and the presentation by SpinCo of such substantiating documentation as RemainCo shall reasonably request, for the A&B Group as provided for in cost of any obligations or liabilities satisfied or assumed by SpinCo or its affiliates that are, or that have been made pursuant to this Section 2.1(b) shall be A&B Liabilities for all purposes Agreement, the responsibility of the Separation AgreementRemainCo or its affiliates.

Appears in 1 contract

Samples: Employee Matters Agreement (Batesville Holdings, Inc.)

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Holdings Questar shall, or shall cause one or more members of the Matson Questar Group to, assume or retain and Holdings hereby agrees to Questar shall pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Holdings Questar 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, workers compensation, termination of employment or termination of service of all Holdings Questar Employees and Former Holdings Questar 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 Matson Questar Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Matson Questar Group or whose employment or service is or was otherwise primarily associated with the Matson BusinessesQuestar Business), 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 Matson Questar Group or A&B QEP Group, and (iii) any other Liabilities or obligations expressly assigned to Holdings Questar or any of its Affiliates under this Agreement. The For purposes of clarification, the Liabilities assumed or retained by the Matson Questar Group as provided for in this Section 2.1(a) shall are intended to be Matson Liabilities for all purposes of “Questar Liabilities” as such term is defined in the Separation Agreement. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, New A&B QEP shall, or shall cause one or more members of the A&B QEP Group to, assume or retain, as applicable, and New A&B hereby agrees to QEP shall pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all New A&B QEP 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, workers compensation, termination of employment or termination of service of all New A&B QEP Employees and Former A&B QEP 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 A&B QEP Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the A&B QEP Group or whose employment or service is or was otherwise primarily associated with the A&B BusinessesQEP Business), 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 Matson Questar Group or A&B the QEP Group, and (iii) any other Liabilities or obligations expressly assigned to New A&B QEP or any of its Affiliates under this Agreement. The For purposes of clarification, the Liabilities assumed or retained by the A&B QEP Group as provided for in this Section 2.1(b) shall are intended to be A&B Liabilities for all purposes of “QEP Liabilities” as such term is defined in the Separation Agreement. (c) From time to time after the Distribution, QEP shall promptly reimburse Questar, upon Questar’s reasonable request and the presentation by Questar of such substantiating documentation as QEP shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by Questar or its Affiliates that are the responsibility of QEP or its Affiliates pursuant to this Agreement. Except as otherwise provided in this Agreement, any such request for reimbursement must be made by Questar not later than the first anniversary of the Distribution. (d) From time to time after the Distribution, Questar shall promptly reimburse QEP, upon QEP’s reasonable request and the presentation by QEP of such substantiating documentation as Questar shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by QEP or its Affiliates that are the responsibility of Questar or its Affiliates pursuant to this Agreement. Except as otherwise provided in this Agreement, any such request for reimbursement must be made by QEP not later than the first anniversary of the Distribution. (e) All Liabilities under all Questar Benefit Plans and QEP 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 Questar Employees, Former Questar Employees, QEP Employees and Former QEP 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 Questar Group or QEP Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Questar Group or QEP 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 Questar Group or QEP Group, that are not allocated pursuant to the terms of this Agreement shall be treated as Unallocated Liabilities under the Separation Agreement.

Appears in 1 contract

Samples: Employee Matters Agreement (Questar Corp)

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