Common use of Assumption and Retention of Liabilities Clause in Contracts

Assumption and Retention of Liabilities. Pinnacle and OpCo intend that all employment-related and, with respect to individual independent contractors or Directors, service-related Liabilities and rights associated with OpCo Participants are to be assumed by OpCo or an OpCo Group member, in each case, except as specifically set forth herein. Accordingly, as of the Time of Distribution, OpCo or another member of the OpCo Group hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities and rights arising under or related to the Pinnacle Plans and the OpCo Plans, (ii) all employment or service-related Liabilities (including Liabilities relating to terminations of employment or service and any deemed termination of employment or service) and rights with respect to (A) all OpCo Participants and (B) any individual who is, or was, an individual independent contractor, Director, 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 or similar relationship primarily connected to Pinnacle, any of its Subsidiaries, OpCo or an OpCo Group member, (iii) all Liabilities resulting from any failure of Pinnacle or a Pinnacle Group member to take any action required by this Agreement to be taken prior to the Time of Distribution, and (iv) any other Liabilities expressly transferred to OpCo or an OpCo Group member under this Agreement. In accordance with Section 7.2 hereof, OpCo shall indemnify and hold harmless Pinnacle and each Pinnacle Group member against any Liabilities or obligations allocated to, or retained or assumed by, OpCo or any member of the OpCo Group pursuant to this Agreement.

Assumption and Retention of Liabilities. Pinnacle ASD and OpCo WABCO intend that all employment-related and, with respect to individual independent contractors or Directors, service-related Liabilities and rights associated with OpCo Participants employees of the WABCO business are to be assumed by OpCo WABCO or an OpCo a WABCO Group member, in each casemember and that employment-related Liabilities associated with former employees of the WABCO business (whether such individuals were employed by a WABCO Group member or otherwise) are also to be assumed by WABCO, except as specifically set forth herein. Accordingly, as As of the Time of DistributionEffective Time, OpCo WABCO or another member of the OpCo WABCO Group hereby retains or assumes shall assume and agrees agree to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities and rights arising under or related to the Pinnacle Plans and the OpCo WABCO Plans, (ii) all employment or service-related Liabilities (including Liabilities relating to terminations of employment or service and any deemed termination of employment or service) and rights with respect to (A) all OpCo Participants WABCO Employees (and their dependents and beneficiaries), (B) all former employees of WABCO or a WABCO Group member (and their dependents and beneficiaries) and (BC) any individual who is, or was, an individual independent contractor, Director, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll nonpayroll worker or in any other employment or similar relationship primarily connected to Pinnacle, any of its Subsidiaries, OpCo WABCO or an OpCo a WABCO Group member, (iii) all employment or service-related Liabilities resulting from any failure of Pinnacle or a Pinnacle Group member with respect to take any action required by this Agreement to be taken prior to the Time of Distribution, all ASD Transferees and (iv) any other Liabilities expressly transferred to OpCo WABCO or an OpCo a WABCO Group member under this Agreement. In accordance with Section 7.2 hereofNotwithstanding the foregoing, OpCo Liabilities described in part (B) of clause (ii) of the preceding sentence shall indemnify and hold harmless Pinnacle and each Pinnacle not be assumed by WABCO to the extent that any individual described in such clause is actively employed by an ASD Group member against as of the Effective Time and is not an ASD Transferee. To the extent that any employment and service-related Liabilities or obligations allocated exist with respect to former ASD Employees whose last employment with an ASD Group member was primarily connected to the VCS Business and which are not otherwise specifically dealt with herein, the parties shall cooperate to effect the transfer to, or retained or assumed byand assumption of, OpCo or any member of the OpCo Group pursuant to this Agreementsuch Liabilities by WABCO.