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, MSG Entertainment shall, or shall cause one or more members of the MSG Entertainment Group to, assume or retain and MSG Entertainment hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MSG Entertainment Plans (provided that, as between MSG Entertainment and Spinco, Spinco shall be responsible for certain of those Liabilities pursuant to Section 2.1(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all MSG Entertainment Employees, Former MSG Entertainment Employees, MSG Entertainment Directors, 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 any member of the MSG Entertainment Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the MSG Entertainment 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 MSG Entertainment Group, and (iii) any other Liabilities expressly assumed by or retained by MSG Entertainment or any of its Subsidiaries under this Agreement, including liabilities retained pursuant to Article V of this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the MSG Entertainment Group as provided for in this Section 2.1(a) are intended to be MSG Entertainment Liabilities as such term is defined in the Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the MSG Entertainment Group include the retirement benefits and health and welfare plan benefits under the MSG Entertainment Plans for all MSG Entertainment Employees, Former MSG Entertainment Employees, their dependents, beneficiaries, alternate payees and surviving spouses. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Spinco shall, or shall cause one or more members of the Spinco Group to, assume or retain and Spinco hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Spinco Plans, (ii) all Liabilities with respect to the employment, service, retirement, termination of employment or termination of service of all 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 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), and (iii) any other Liabilities expressly assumed or retained by Spinco or any of its Subsidiaries under this Agreement. For purposes of clarification and the avoidance of doubt, the Liabilities assumed or retained by the Spinco Group as provided for in this Section 2.1(b) are intended to be Spinco Liabilities as such term is defined in the Distribution Agreement. (c) From time to time after the Distribution, Spinco shall promptly reimburse MSG Entertainment, upon MSG Entertainment’s presentation of such substantiating documentation as Spinco shall reasonably request, for the cost of any Liabilities satisfied by MSG Entertainment or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of Spinco or any of its Subsidiaries. (d) From time to time after the Distribution, MSG Entertainment shall promptly reimburse Spinco, upon Spinco’s presentation of such substantiating documentation as MSG Entertainment shall reasonably request, for the cost of any Liabilities satisfied by Spinco or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of MSG Entertainment or any of its Subsidiaries.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, MSG Entertainment MSGS shall, or shall cause one or more members of the MSG Entertainment MSGS Group to, assume or retain and MSG Entertainment MSGS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MSG Entertainment MSGS Plans (provided that, as between MSG Entertainment MSGS and Spinco, Spinco shall be responsible for certain of those Liabilities pursuant to Section 2.1(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all MSG Entertainment MSGS Employees, Former MSG Entertainment MSGS Employees, MSG Entertainment MSGS Directors, 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 any member of the MSG Entertainment MSGS Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the MSG Entertainment MSGS 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 MSG Entertainment MSGS Group, and (iii) any other Liabilities expressly assumed by or retained by MSG Entertainment MSGS or any of its Subsidiaries under this Agreement, including liabilities retained pursuant to Article V of this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the MSG Entertainment MSGS Group as provided for in this Section 2.1(a) are intended to be MSG Entertainment MSGS Liabilities as such term is defined in the Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the MSG Entertainment MSGS Group include the retirement benefits and health and welfare plan benefits under the MSG Entertainment MSGS Plans for all MSG Entertainment MSGS Employees, Former MSG Entertainment MSGS Employees, their dependents, beneficiaries, alternate payees and surviving spouses. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Spinco shall, or shall cause one or more members of the Spinco Group to, assume or retain and Spinco hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Spinco Plans, (ii) all Liabilities with respect to the employment, service, retirement, termination of employment or termination of service of all 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 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), and (iii) any other Liabilities expressly assumed or retained by Spinco or any of its Subsidiaries under this Agreement. For purposes of clarification and the avoidance of doubt, the Liabilities assumed or retained by the Spinco Group as provided for in this Section 2.1(b) are intended to be Spinco Liabilities as such term is defined in the Distribution Agreement. (c) From time to time after the Distribution, Spinco shall promptly reimburse MSG EntertainmentMSGS, upon MSG EntertainmentMSG’s presentation of such substantiating documentation as Spinco shall reasonably request, for the cost of any Liabilities satisfied by MSG Entertainment MSGS or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of Spinco or any of its Subsidiaries. (d) From time to time after the Distribution, MSG Entertainment MSGS shall promptly reimburse Spinco, upon Spinco’s presentation of such substantiating documentation as MSG Entertainment MSGS shall reasonably request, for the cost of any Liabilities satisfied by Spinco or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of MSG Entertainment MSGS or any of its Subsidiaries.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, MSG Entertainment Networks shall, or shall cause one or more members of the MSG Entertainment Networks Group to, assume or retain and MSG Entertainment Networks hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MSG Entertainment Networks Plans (provided that, as between MSG Entertainment Networks and Spinco, Spinco shall be responsible for certain of those Liabilities pursuant to Section 2.1(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all MSG Entertainment Networks Employees, Former MSG Entertainment Networks Employees, MSG Entertainment Networks Directors, 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 any member of the MSG Entertainment Networks Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the MSG Entertainment Networks 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 MSG Entertainment Networks Group, and (iii) any other Liabilities expressly assumed by or retained by MSG Entertainment Networks or any of its Subsidiaries under this Agreement, including liabilities retained pursuant to Article V of this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the MSG Entertainment Networks Group as provided for in this Section 2.1(a) are intended to be MSG Entertainment Networks Liabilities as such term is defined in the Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the MSG Entertainment Networks Group include the retirement benefits and health and welfare plan benefits under the MSG Entertainment Networks Plans for all MSG Entertainment Networks Employees, Former MSG Entertainment Networks Employees, their dependents, beneficiaries, alternate payees and surviving spouses. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Spinco shall, or shall cause one or more members of the Spinco Group to, assume or retain and Spinco hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Spinco Plans, (ii) all Liabilities with respect to the employment, service, retirement, termination of employment or termination of service of all 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 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), and (iii) any other Liabilities expressly assumed or retained by Spinco or any of its Subsidiaries under this Agreement. For purposes of clarification and the avoidance of doubt, the Liabilities assumed or retained by the Spinco Group as provided for in this Section 2.1(b) are intended to be Spinco Liabilities as such term is defined in the Distribution Agreement. (c) From time to time after the Distribution, Spinco shall promptly reimburse MSG EntertainmentNetworks, upon MSG Entertainment’s Networks’ presentation of such substantiating documentation as Spinco shall reasonably request, for the cost of any Liabilities satisfied by MSG Entertainment Networks or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of Spinco or any of its Subsidiaries. (d) From time to time after the Distribution, MSG Entertainment Networks shall promptly reimburse Spinco, upon Spinco’s presentation of such substantiating documentation as MSG Entertainment Networks shall reasonably request, for the cost of any Liabilities satisfied by Spinco or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of MSG Entertainment Networks or any of its Subsidiaries.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, MSG Entertainment Networks shall, or shall cause one or more members of the MSG Entertainment Networks Group to, assume or retain and MSG Entertainment Networks hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MSG Entertainment Networks Plans (( provided that, as between MSG Entertainment Networks and Spinco, Spinco shall be responsible for certain of those Liabilities pursuant to Section 2.1(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all MSG Entertainment Networks Employees, Former MSG Entertainment Networks Employees, MSG Entertainment Networks Directors, 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 any member of the MSG Entertainment Networks Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the MSG Entertainment Networks 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 MSG Entertainment Networks Group, and (iii) any other Liabilities expressly assumed by or retained by MSG Entertainment Networks or any of its Subsidiaries under this Agreement, including liabilities retained pursuant to Article V of this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the MSG Entertainment Networks Group as provided for in this Section 2.1(a) are intended to be MSG Entertainment Networks Liabilities as such term is defined in the Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the MSG Entertainment Networks Group include the retirement benefits and health and welfare plan benefits under the MSG Entertainment Networks Plans for all MSG Entertainment Networks Employees, Former MSG Entertainment Networks Employees, their dependents, beneficiaries, alternate payees and surviving spouses. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, Spinco shall, or shall cause one or more members of the Spinco Group to, assume or retain and Spinco hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Spinco Plans, (ii) all Liabilities with respect to the employment, service, retirement, termination of employment or termination of service of all 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 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), and (iii) any other Liabilities expressly assumed or retained by Spinco or any of its Subsidiaries under this Agreement. For purposes of clarification and the avoidance of doubt, the Liabilities assumed or retained by the Spinco Group as provided for in this Section 2.1(b) are intended to be Spinco Liabilities as such term is defined in the Distribution Agreement. (c) From time to time after the Distribution, Spinco shall promptly reimburse MSG EntertainmentNetworks, upon MSG Entertainment’s Networks’ presentation of such substantiating documentation as Spinco shall reasonably request, for the cost of any Liabilities satisfied by MSG Entertainment Networks or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of Spinco or any of its Subsidiaries. (d) From time to time after the Distribution, MSG Entertainment Networks shall promptly reimburse Spinco, upon Spinco’s presentation of such substantiating documentation as MSG Entertainment Networks shall reasonably request, for the cost of any Liabilities satisfied by Spinco or its Subsidiaries that are, or that have been made pursuant to this Agreement, the responsibility of MSG Entertainment Networks or any of its Subsidiaries.