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

Assumption and Retention of Liabilities; Related Assets. (a) Effective as of the Effective Time, except as otherwise expressly provided for in this Agreement, Blackstone shall, or shall cause one or more members of the Blackstone Group to, assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities under all Blackstone Benefit Arrangements (other than PJT Benefit Arrangements) which exist as of the Effective Time; (ii) subject to Section 2.1(a)(iii) below, all Liabilities with respect to the employment, service, termination of employment or termination of service (or otherwise) of all (A) employees (other than PJT Personnel and Former PJT Personnel) of any member of the Blackstone Group and their dependents and beneficiaries (and any alternate payees in respect thereof) and (B) other service providers (including any individual who is, or was, or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Blackstone Group), in each case to the extent such other service provider Liability arose in connection with or as a result of the performance of services for businesses other than the PJT Business before, at or after the Effective Time or the performance of services for any member of the Blackstone Group before the Effective Time; (iii) all Liabilities with respect to the employment, service, termination of employment or termination of service of Former PJT Personnel whose employment or services with the Blackstone Group terminated prior to the Separation and other Liabilities to Former PJT Personnel solely to the extent such Liabilities arose out of, or were related to, events that occurred prior to the Separation, except in each case to the extent such Liabilities are described on or arise out of contracts set forth on Schedule 2.1(a)(iii) attached hereto; and (iv) any other Liabilities or obligations expressly assigned to BX or any of its Affiliates under this Agreement. (b) Effective as of the Effective Time, except as otherwise expressly provided for in this Agreement but notwithstanding the provisions of Section 2.1(a), PJT LP shall, or shall cause one or more members of the PJT Group to, assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities under all PJT Benefit Arrangements; (ii) all Liabilities set forth on Schedule 2.1(a)(iii) attached hereto and all other Liabilities (other than with respect to Liabilities retained by the Blackstone Group pursuant to Section 2.1(a)(iii)) with respect to the employment, service, termination of employment or termination of service (or otherwise) of (A) all PJT Personnel and their dependents and beneficiaries (and any alternate payees in respect thereof) and (B) other service providers (including any individual who is, or was, or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the PJT Group), in each case to the extent such Liability arose in connection with or as a result of the performance of services for the PJT Business before, at or after the Effective Time; and (iii) any other Liabilities or obligations expressly assigned to PJT LP or any of its Affiliates under this Agreement. (c) From time to time after the Effective Time, the Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of the other Party or any of its Affiliates. Any such reimbursement shall be on a fair-market-value, arm’s-length basis. (d) Subject to Section 8.7, BX 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 Blackstone Group. BX shall be liable for all Employment Taxes due on any such Employment Tax Return. BX, 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 Blackstone Group. (e) Subject to Section 8.7, PJT HoldCo 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 PJT Group with respect to periods (or portions thereof) following the Closing Date. PJT HoldCo shall be liable for all Employment Taxes due on any such Employment Tax Return. PJT HoldCo, 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 PJT Group.

Assumption and Retention of Liabilities; Related Assets. (ai) Effective as As of through the Effective TimeSeparation Date, except as otherwise expressly provided for in this AgreementArticle VIII, Blackstone shallthe HBIO Group shall assume or retain and pay, perform, fulfill and discharge, in due course in full (A) all Liabilities under all HBIO Benefit Plans in accordance with the terms thereof, (B) all other Liabilities with respect to the employment or termination of employment of all HBIO Employees, Former HBIO Employees, Transferred Employees and their dependents and beneficiaries, and other service providers (including any individual who is, or shall cause one was, an independent contractor, or more members other non-employee service provider of any member of the Blackstone HBIO Group), arising in connection with or as a result of the provision of services to any member of the HBIO Group; and (C) any other Liabilities expressly assigned to HBIO under this Article VIII. (ii) From and after the Separation Date, except as expressly provided in this Article VIII, the HXXX Group to, shall assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course and in full: , (iA) all Liabilities under all Blackstone HXXX Benefit Arrangements Plans, (B) all other than PJT Benefit Arrangements) which exist as of the Effective Time; (ii) subject to Section 2.1(a)(iii) below, all Liabilities with respect to the employment, service, termination of employment or termination of service (or otherwise) employment of all HXXX Employees (A) employees (other than PJT Personnel and including without limitation any Transferred Employees), Former PJT Personnel) of any member of the Blackstone Group HXXX Employees and their dependents and beneficiaries (beneficiaries, and any alternate payees in respect thereof) and (B) other service providers (including any individual who is, or was, or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, contractor or other non-payroll worker or in any other employment, non-employment, or retainer arrangement, or relationship with employee service provider of any member of the Blackstone Group), in each case to the extent such other service provider Liability arose HXXX Group or arising in connection with or as a result of the performance provision of services for businesses other than the PJT Business before, at or after the Effective Time or the performance of services for to any member of the Blackstone Group before the Effective Time; HXXX Group; and (iii) all Liabilities with respect to the employment, service, termination of employment or termination of service of Former PJT Personnel whose employment or services with the Blackstone Group terminated prior to the Separation and other Liabilities to Former PJT Personnel solely to the extent such Liabilities arose out of, or were related to, events that occurred prior to the Separation, except in each case to the extent such Liabilities are described on or arise out of contracts set forth on Schedule 2.1(a)(iii) attached hereto; and (ivC) any other Liabilities or obligations expressly assigned to BX or any of its Affiliates under this Agreement. (b) Effective as of the Effective Time, except as otherwise expressly provided for in this Agreement but notwithstanding the provisions of Section 2.1(a), PJT LP shall, or shall cause one or more members of the PJT Group to, assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities under all PJT Benefit Arrangements; (ii) all Liabilities set forth on Schedule 2.1(a)(iii) attached hereto and all other Liabilities (other than with respect to Liabilities retained by the Blackstone Group pursuant to Section 2.1(a)(iii)) with respect to the employment, service, termination of employment or termination of service (or otherwise) of (A) all PJT Personnel and their dependents and beneficiaries (and any alternate payees in respect thereof) and (B) other service providers (including any individual who is, or was, or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the PJT Group), in each case HXXX Group under this Article VIII. Notwithstanding anything herein to the extent contrary, until the President and Chief Financial Officer of HBIO and certain foreign Transferred Employees are transferred to the exclusive employ of HXXX or the HXXX Group on or prior to the Distribution Date, the HXXX Liabilities for all such Liability arose in connection with or as a result of individuals shall be governed by the performance of services for the PJT Business before, at or after the Effective Time; and (iii) any other Liabilities or obligations expressly assigned to PJT LP or any of its Affiliates under this Transition Services Agreement. (c) From time to time after the Effective Time, the Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of the other Party or any of its Affiliates. Any such reimbursement shall be on a fair-market-value, arm’s-length basis. (d) Subject to Section 8.7, BX 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 Blackstone Group. BX shall be liable for all Employment Taxes due on any such Employment Tax Return. BX, 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 Blackstone Group. (e) Subject to Section 8.7, PJT HoldCo 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 PJT Group with respect to periods (or portions thereof) following the Closing Date. PJT HoldCo shall be liable for all Employment Taxes due on any such Employment Tax Return. PJT HoldCo, 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 PJT Group.

Assumption and Retention of Liabilities; Related Assets. (ai) Effective as As of through the Effective TimeIPO Closing Date, except as otherwise expressly provided for in this AgreementArticle VIII, Blackstone shallthe HBIO Group shall assume or retain and pay, perform, fulfill and discharge, in due course in full (A) all Liabilities under all HBIO Benefit Plans in accordance with the terms thereof, (B) all other Liabilities with respect to the employment or termination of employment of all HBIO Employees, Former HBIO Employees, Transferred Employees and their dependents and beneficiaries, and other service providers (including any individual who is, or shall cause one was, an independent contractor, or more members other non-employee service provider of any member of the Blackstone HBIO Group), arising in connection with or as a result of the provision of services to any member of the HBIO Group; and (C) any other Liabilities expressly assigned to HBIO under this Article VIII. (ii) From and after the IPO Closing Date, except as expressly provided in this Article VIII, the HXXX Group to, shall assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course and in full: , (iA) all Liabilities under all Blackstone HXXX Benefit Arrangements Plans, (B) all other than PJT Benefit Arrangements) which exist as of the Effective Time; (ii) subject to Section 2.1(a)(iii) below, all Liabilities with respect to the employment, service, termination of employment or termination of service (or otherwise) employment of all HXXX Employees (A) employees (other than PJT Personnel and including without limitation any Transferred Employees), Former PJT Personnel) of any member of the Blackstone Group HXXX Employees and their dependents and beneficiaries (beneficiaries, and any alternate payees in respect thereof) and (B) other service providers (including any individual who is, or was, or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, contractor or other non-payroll worker or in any other employment, non-employment, or retainer arrangement, or relationship with employee service provider of any member of the Blackstone Group), in each case to the extent such other service provider Liability arose HXXX Group or arising in connection with or as a result of the performance provision of services for businesses other than the PJT Business before, at or after the Effective Time or the performance of services for to any member of the Blackstone Group before the Effective Time; HXXX Group; and (iii) all Liabilities with respect to the employment, service, termination of employment or termination of service of Former PJT Personnel whose employment or services with the Blackstone Group terminated prior to the Separation and other Liabilities to Former PJT Personnel solely to the extent such Liabilities arose out of, or were related to, events that occurred prior to the Separation, except in each case to the extent such Liabilities are described on or arise out of contracts set forth on Schedule 2.1(a)(iii) attached hereto; and (ivC) any other Liabilities or obligations expressly assigned to BX or any of its Affiliates under this Agreement. (b) Effective as of the Effective Time, except as otherwise expressly provided for in this Agreement but notwithstanding the provisions of Section 2.1(a), PJT LP shall, or shall cause one or more members of the PJT Group to, assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities under all PJT Benefit Arrangements; (ii) all Liabilities set forth on Schedule 2.1(a)(iii) attached hereto and all other Liabilities (other than with respect to Liabilities retained by the Blackstone Group pursuant to Section 2.1(a)(iii)) with respect to the employment, service, termination of employment or termination of service (or otherwise) of (A) all PJT Personnel and their dependents and beneficiaries (and any alternate payees in respect thereof) and (B) other service providers (including any individual who is, or was, or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the PJT Group), in each case HXXX Group under this Article VIII. Notwithstanding anything herein to the extent contrary, until the President and Chief Financial Officer of HBIO and certain foreign Transferred Employees are transferred to the exclusive employ of HXXX or the HXXX Group on or prior to the Distribution Date, the HXXX Liabilities for all such Liability arose in connection with or as a result of individuals shall be governed by the performance of services for the PJT Business before, at or after the Effective Time; and (iii) any other Liabilities or obligations expressly assigned to PJT LP or any of its Affiliates under this Transition Services Agreement. (c) From time to time after the Effective Time, the Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of the other Party or any of its Affiliates. Any such reimbursement shall be on a fair-market-value, arm’s-length basis. (d) Subject to Section 8.7, BX 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 Blackstone Group. BX shall be liable for all Employment Taxes due on any such Employment Tax Return. BX, 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 Blackstone Group. (e) Subject to Section 8.7, PJT HoldCo 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 PJT Group with respect to periods (or portions thereof) following the Closing Date. PJT HoldCo shall be liable for all Employment Taxes due on any such Employment Tax Return. PJT HoldCo, 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 PJT Group.

Assumption and Retention of Liabilities; Related Assets. (a) Effective as of the Effective Separation Time, except as otherwise expressly provided for in this Agreement, Blackstone Parent shall, or shall cause one or more members of the Blackstone Parent Group to, assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities under all Blackstone Parent Benefit Arrangements (other than PJT Benefit Arrangements) which exist exist, or arise as the result of events, occurrences or omissions that exist, as of the Effective Separation Time; (ii) subject to Section 2.1(a)(iii) below, all Liabilities with respect to the employment, service, termination of employment or termination of service (or otherwise) of all (A) current and former employees (other than PJT Personnel Energy Supply Employees and Former PJT PersonnelEnergy Supply Employees) of any member of the Blackstone Parent Group or the Energy Supply Group and their dependents and beneficiaries (and any alternate payees in respect thereof) and (B) other service providers (including any individual who is, or was, or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Blackstone Group), in each case case, to the extent such other service provider Liability arose in connection with or as a result of employment with any member of the performance of services for businesses other than the PJT Business Parent Group or Energy Supply Group before, at or after the Effective Separation Time or the performance of services for any member of the Blackstone Parent Group before or Energy Supply Group before, at or after the Effective Separation Time; (iii) all Liabilities with respect to the employment, service, termination of employment or termination of service of Former PJT Personnel whose employment any individual listed on Exhibit B-1 or services Exhibit B-2 who is not an employee of a member of the Energy Supply Group immediately following the Separation Time, with the Blackstone Group terminated prior exception of the Severance Costs; (iv) all Coal Act Liabilities (other than those attributable to the Separation and other Liabilities to Former PJT Personnel solely to the extent such Liabilities arose out ofEnergy Supply Group, or were related to, events that occurred prior to the Separation, except in each case to the extent such Liabilities are described on any Energy Supply Employee or arise out of contracts set forth on Schedule 2.1(a)(iii) attached heretoFormer Energy Supply Employee); and (ivv) any other Liabilities or obligations expressly assigned to BX Parent or any of its Affiliates under this Agreement. (b) Effective as of the Effective Separation Time, except as otherwise expressly provided for in this Agreement but notwithstanding the provisions of Section 2.1(a)Agreement, PJT LP Energy Supply shall, or shall cause one or more members of the PJT Energy Supply Group to, assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities under all PJT Benefit Arrangements; (ii) all Liabilities set forth on Schedule 2.1(a)(iii) attached hereto and all other Liabilities (other than with respect to Liabilities retained by the Blackstone Group pursuant to Section 2.1(a)(iii)) with respect to the employment, service, termination of employment or termination of service (or otherwise) of (A) all PJT Personnel Energy Supply Employees and Former Energy Supply Employees and their respective dependents and beneficiaries (and any alternate payees in respect thereof) and (B) other service providers (including any individual who is, or was, or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the PJT Group), in each case case, to the extent such Liability Liability: (x) is not assumed or retained by a member of the Parent Group pursuant to Section 2.1(a) above, and (y) arose in connection with or as a result of employment with any member of the performance of services for the PJT Business Parent Group, Energy Supply Group or RJS Group before, at or after the Effective Separation Time or the performance of services for any member of the Parent Group, Energy Supply Group or RJS Group before, at or after the Separation Time; (ii) all Coal Act Liabilities attributable to the Energy Supply Group, or any Energy Supply Employee or Former Energy Supply Employee; (iii) all Liabilities under all Energy Supply Benefit Arrangements and NewCo Benefit Arrangements (including the establishment and maintenance of trusts, as applicable, that are separate from any trusts presently maintained in respect thereof by any member of the Parent Group); (iv) all Severance Costs resulting from the termination of employment of any individual listed on Exhibit B-2 who is not an employee of a member of the Energy Supply Group immediately following the Separation Time (and Newco shall reimburse the Parent Group to the extent the Parent Group incurs or pays any Severance Costs); and (iiiv) any other Liabilities or obligations expressly assigned to PJT LP Energy Supply, NewCo or any of its their respective Affiliates under this Agreement. (c) From and after the Separation Time, to the extent that any member of the Parent Group is liable for any Coal Act Liability attributable to the Energy Supply Group, each member of the Energy Supply Group shall jointly and severally reimburse and otherwise fully indemnify the applicable member of the Parent Group for all such amounts. (d) From time to time after the Effective Separation Time, the Parties shall promptly reimburse one another, upon reasonable request of the Party requesting reimbursement and the presentation by such Party of such substantiating documentation as the other Party shall reasonably request, for the cost of any obligations or Liabilities satisfied or assumed by the Party requesting reimbursement or its Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of the other Party or any of its Affiliates. Any such reimbursement shall be on a fair-market-value, arm’s-length basis. (d) Subject to Section 8.7, BX 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 Blackstone Group. BX shall be liable for all Employment Taxes due on any such Employment Tax Return. BX, 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 Blackstone Group. (e) Subject Parent shall retain responsibility for all employee-related regulatory filings for reporting periods ending at or prior to the Separation Time including Equal Employment Opportunity Commission EEO-1 reports and affirmative action program (AAP) reports and responses to Office of Federal Contract Compliance Programs (OFCCP) submissions. To the extent Energy Supply requires Information to satisfy any of its comparable filing requirements for reporting periods ending following the Separation Time, Parent shall provide data and information (to the extent permitted by applicable Laws and consistent with Section 8.79.1) to Energy Supply, PJT HoldCo which shall be the responsible party for preparing and timely filing or causing to be prepared and timely filed all Employment Tax Returns making such filings in respect of any member of the PJT Group with respect to periods (or portions thereof) following the Closing Date. PJT HoldCo shall be liable for all Employment Taxes due on any such Employment Tax Return. PJT HoldCo, 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 PJT GroupEnergy Supply Employees.