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 Ironwood and OpCo Cyclerion intend that all employment-related andLiabilities associated with Ironwood Participants are to be retained or assumed by Ironwood or an Ironwood Group member (other than, with respect to individual independent contractors or Directorsfor the avoidance of doubt, servicea Cyclerion Group member), and employment-related Liabilities and rights associated with OpCo Cyclerion Participants are to be assumed by OpCo Cyclerion or an OpCo a Cyclerion Group member, in each case, except as specifically set forth herein. Accordingly, as of the Time of Distribution, OpCo Distribution Effective Time: (a) Ironwood or another the applicable member of the OpCo Ironwood 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 Ironwood 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 Ironwood 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 Ironwood or an OpCo Ironwood Group member and (iii) any Liabilities expressly transferred or allocated to Ironwood or an Ironwood Group member under this Agreement (it being understood and agreed that the provisions of this Agreement do not create or constitute a source of any such Liability); and (b) Cyclerion hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities arising under or related to Cyclerion Plans, (ii) all employment or service-related Liabilities with respect to (A) all Cyclerion Participants and (B) 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 or in any other employment or similar relationship primarily connected to Cyclerion or a Cyclerion Group member, including, without limitation, for both (A) and (B) hereof, any such Liabilities that may have arisen or that may be based upon events that occurred while such Cyclerion Participant or other individual was employed by or otherwise provided services to Ironwood or an Ironwood Group member, and (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 or allocated to OpCo Cyclerion or an OpCo a Cyclerion 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 Ensign and OpCo CareTrust intend that all employment-related andLiabilities associated with Ensign Participants are to be retained or assumed by Ensign or another Ensign Group member, with respect to individual independent contractors or Directors, serviceand employment-related Liabilities and rights associated with OpCo CareTrust Participants are to be assumed by OpCo CareTrust or an OpCo another CareTrust Group member, in each case, except as specifically set forth herein. Accordingly, as of the Time of Distribution, OpCo Effective Time: (a) Ensign or another member of the OpCo Ensign 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 Ensign 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 Ensign 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 Ensign or an OpCo another Ensign Group member, member and (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 Ensign 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 ; and (b) CareTrust or obligations allocated to, or retained or assumed by, OpCo or any another member of the OpCo CareTrust Group pursuant hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities arising under or related to CareTrust Plans from and after the Effective Time, (ii) all employment or service-related Liabilities relating to periods from and after the Effective Time with respect to (A) all CareTrust Participants and (B) 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 or in any other employment or similar relationship primarily connected to CareTrust or another CareTrust Group member and (iii) any Liabilities expressly transferred to a CareTrust Group member under this Agreement.

Assumption and Retention of Liabilities. Pinnacle (a) Dover and OpCo Xxxxxxx intend that all employment-related and, with respect to individual independent contractors or Directors, servicecompensation and employee benefits-related Liabilities and rights associated with OpCo Xxxxxxx Participants are to be assumed by OpCo Xxxxxxx or an OpCo Group member, in each caseanother member of the Xxxxxxx Group, except as specifically set forth herein. AccordinglyExcept as expressly provided in this Agreement, as of the Time of DistributionEffective Time, OpCo Xxxxxxx or another member of the OpCo Xxxxxxx Group hereby retains or assumes and agrees to pay, perform, fulfill, and dischargedischarge the following Liabilities, except as expressly provided in this Agreementall events whether arising prior to, on or following the Effective Time: (i) all Liabilities and rights arising under or related to the Pinnacle Plans and the OpCo Xxxxxxx Plans, (ii) all employment employment, compensation, employee benefits 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 Xxxxxxx 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 a member of its Subsidiaries, OpCo or an OpCo Group memberthe Xxxxxxx Group, (iii) all Liabilities resulting from any failure of Pinnacle retained or assumed by Xxxxxxx or a Pinnacle member of the Xxxxxxx Group member to take any action required by this Agreement to be taken prior pursuant to the Time terms of Distribution, the Local Agreements and (iv) any other all Liabilities expressly transferred to OpCo or an OpCo a member of the Xxxxxxx Group member under this Agreement. (b) Dover and Xxxxxxx intend that all employment, compensation and employee benefits-related Liabilities associated with Dover Participants are to be assumed by Dover or another member of the Dover Group, except as specifically set forth herein. In accordance with Section 7.2 hereofExcept as expressly provided in this Agreement, OpCo shall indemnify as of the Effective Time, Dover or another member of the Dover Group hereby retains or assumes and hold harmless Pinnacle agrees to pay, perform, fulfill, and each Pinnacle Group member against any Liabilities or obligations allocated discharge the following Liabilities, in all events whether arising prior to, on or following the Effective Time: (i) all Liabilities arising under or related to Dover Plans, (ii) all employment, compensation, employee benefits, or service-related Liabilities with respect to (A) all Dover Participants as of the Effective Time and (B) 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 or in any other employment or similar relationship primarily connected to a member of the Dover Group, (iii) all Liabilities retained or assumed by, OpCo by Dover or a member of the Dover Group pursuant to the terms of the Local Agreements and (iv) all Liabilities expressly transferred to a member of the Dover Group under this Agreement. (c) All Liabilities retained or assumed by or allocated to (i) Xxxxxxx or any member of the OpCo Xxxxxxx Group pursuant to this Agreement shall be deemed to be Xxxxxxx Liabilities for purposes of Article VIII (and related sections) of the Separation Agreement and (ii) Dover or any member of the Dover Group pursuant to this Agreement shall be deemed to be Dover Liabilities for purposes of Article VIII (and related sections) of the Separation 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.

Assumption and Retention of Liabilities. Pinnacle (a) Dover and OpCo Xxxxxxx intend that all employment-related and, with respect to individual independent contractors or Directors, service-related Liabilities and rights associated with OpCo Xxxxxxx Participants are to be assumed by OpCo Xxxxxxx or an OpCo Group member, in each caseanother member of the Xxxxxxx Group, except as specifically set forth herein. AccordinglyExcept as expressly provided in this Agreement, as of the Time of DistributionEffective Time, OpCo Xxxxxxx or another member of the OpCo Xxxxxxx Group hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, discharge (i) all Liabilities and rights arising under or related to the Pinnacle Plans and the OpCo Xxxxxxx 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 Xxxxxxx Participants as of the Effective Time 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 a member of its Subsidiaries, OpCo or an OpCo Group memberthe Xxxxxxx Group, (iii) all Liabilities resulting from any failure of Pinnacle retained or assumed by Xxxxxxx or a Pinnacle member of the Xxxxxxx Group member to take any action required by this Agreement to be taken prior pursuant to the Time terms of Distribution, the Local Agreements and (iv) any other all Liabilities expressly transferred to OpCo or an OpCo a member of the Xxxxxxx Group member under this Agreement. (b) Dover and Xxxxxxx intend that employment-related Liabilities associated with Dover Participants are to be assumed by Dover or another member of the Dover Group, except as specifically set forth herein. In accordance Except as expressly provided in this Agreement, as of the Effective Time, Dover or another member of the Dover Group hereby retains or assumes and agrees to pay, perform, fulfill, and discharge (i) all Liabilities arising under or related to Dover Plans, (ii) all employment or service-related Liabilities with Section 7.2 hereof, OpCo shall indemnify respect to (A) all Dover Participants as of the Effective Time and hold harmless Pinnacle and each Pinnacle Group member against (B) any Liabilities or obligations allocated toindividual 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 or in any other employment or similar relationship primarily connected to a member of the Dover Group, (iii) all Liabilities retained or assumed by, OpCo by Dover or a member of the Dover Group pursuant to the terms of the Local Agreements and (iv) all Liabilities expressly transferred to a member of the Dover Group under this Agreement. (c) All Liabilities retained or assumed by or allocated to (i) Xxxxxxx or any member of the OpCo Xxxxxxx Group pursuant to this Agreement shall be deemed to be Xxxxxxx Liabilities for purposes of Article VIII (and related sections) of the Separation Agreement and (ii) Dover or any member of the Dover Group pursuant to this Agreement shall be deemed to be Dover Liabilities for purposes of Article VIII (and related sections) of the Separation Agreement.