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, CVC shall, or shall cause one or more members of the CVC Group to, assume or retain and CVC hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all CVC Plans (provided that, as between CVC and MSG, MSG 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 CVC Employees, Former CVC Employees, CVC 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 CVC Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the CVC 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 CVC Group, and (iii) any other Liabilities expressly assumed by or retained by CVC or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the CVC Group as provided for in this Section 2.1(a) are intended to be Cablevision Liabilities as such term is defined in the Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the CVC Group include the retirement benefits and health and welfare plan benefits under the CVC Plans for all CVC Employees, Former CVC Employees, their dependents, beneficiaries, alternate payees and surviving spouses. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, MSG shall, or shall cause one or more members of the MSG Group to, assume or retain and MSG hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MSG Plans, including but not limited to, the MSG Retained Retirement Plans, the MSG Retained Multi-Employer Benefit Plans and the Madison Square Garden Retiree Medical Program, (ii) all Liabilities with respect to the employment, service, retirement, termination of employment or termination of service of all MSG Employees, Former MSG 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 MSG Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the MSG Group), and (iii) any other Liabilities expressly assumed or retained by MSG or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, the Liabilities assumed or retained by the MSG Group as provided for in this Section 2.1(b) are intended to be MSG Liabilities as such term is defined in the Distribution Agreement. (c) From time to time after the Distribution, MSG shall promptly reimburse CVC, upon CVC’s presentation of such substantiating documentation as MSG shall reasonably request, for the cost of any Liabilities satisfied by CVC or its Subsidiaries or Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of MSG or any of its Subsidiaries or Affiliates. Where applicable, such payment shall be consistent with past practice. (d) From time to time after the Distribution, CVC shall promptly reimburse MSG, upon MSG’s presentation of such substantiating documentation as CVC shall reasonably request, for the cost of any Liabilities satisfied by MSG or its Subsidiaries or Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of CVC or any of its Subsidiaries or Affiliates.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, CVC shall, or shall cause one or more members of the CVC Group to, assume or retain and CVC hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all CVC Plans (provided that, as between CVC and MSGAMC, MSG AMC shall be responsible for certain of those such Liabilities pursuant to as set forth in 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 CVC Employees, Former CVC Employees, CVC Directors, their dependents and beneficiaries Participants 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 CVC Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the CVC 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 CVC Group, and (iii) any other Liabilities expressly assumed by or retained by CVC or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the CVC Group as provided for in this Section 2.1(a) are intended to be Cablevision CVC Liabilities as such term is defined in the Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the CVC Group include the retirement benefits and health and welfare plan benefits under the CVC Plans for all CVC Employees, Former CVC Employees, their dependents, beneficiaries, alternate payees and surviving spousesParticipants. (b) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, MSG AMC shall, or shall cause one or more members of the MSG AMC Group to, assume or retain and MSG AMC hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MSG AMC Plans, including but not limited to, the MSG Retained Retirement Plans, the MSG Retained Multi-Employer Benefit Plans and the Madison Square Garden Retiree Medical Program, (ii) all Liabilities with respect to the employment, service, retirement, termination of employment or termination of service of all MSG Employees, Former MSG Employees, their dependents and beneficiaries AMC Participants 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 AMC Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the MSG AMC Group), and (iii) any other Liabilities expressly assumed or retained by MSG AMC or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, the Liabilities assumed or retained by the MSG AMC Group as provided for in this Section 2.1(b) are intended to be MSG AMC Liabilities as such term is defined in the Distribution Agreement. (c) For all purposes hereof (including without limitation Sections 2.1(a) and 2.1(b): (i) CVC Transferee Employees who transfer to CVC after the Distribution Date shall be deemed to be AMC Participants for all dates prior to the date of transfer and CVC Participants for all dates on or after the date of transfer; and (ii) AMC Transferee Employees who transfer to AMC after the Distribution Date shall be deemed to be CVC Participants for all dates prior to the date of transfer and AMC Participants for all dates on or after the date of transfer. (d) From time to time after the Distribution, MSG AMC shall promptly reimburse CVC, upon CVC’s presentation of such substantiating documentation as MSG AMC shall reasonably request, for the cost of any Liabilities satisfied by CVC or its Subsidiaries or Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of MSG AMC or any of its Subsidiaries or AffiliatesSubsidiaries. Where applicable, such payment shall be calculated in a manner consistent with past practice. (de) From time to time after the Distribution, CVC shall promptly reimburse MSGAMC, upon MSGAMC’s presentation of such substantiating documentation as CVC shall reasonably request, for the cost of any Liabilities satisfied by MSG AMC or its Subsidiaries or Affiliates that are, or that have been made pursuant to this Agreement, the responsibility of CVC or any of its Subsidiaries or AffiliatesSubsidiaries.