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, Vector shall, or shall cause one or more members of the Vector Group to, assume or retain and Vector hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Vector Plans, (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all Vector Employees, Former Vector Employees, Vector 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 Vector Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the Vector 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 Vector Group, and (iii) any other Liabilities expressly assumed by or retained by Vector or any of its Subsidiaries under this Agreement. For purposes of clarification and the avoidance of doubt, the Liabilities assumed or retained by the Vector Group as provided for in this Section 2.2(a) are intended to be Vector Retained Liabilities as such term is defined in the Distribution Agreement. (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 2.2(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 Vector, upon Vector’s presentation of such substantiating documentation as Spinco shall reasonably request, for the cost of any Liabilities satisfied by Vector 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, Vector shall promptly reimburse Spinco, upon Spinco’s presentation of such substantiating documentation as Vector 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 Vector or any of its Subsidiaries.