Common use of Assumption and Retention of Liabilities Clause in Contracts

Assumption and Retention of Liabilities. (a) From and after the Separation Time, except as otherwise expressly provided in this Agreement, a member of the Red Lion Group shall retain, assume, perform, discharge, fulfill when due, hold the Navy Group harmless from, and to the extent applicable, comply with all of the following, in accordance with their respective terms: (i) all Red Lion Employee Benefit Plans and all Liabilities under and in connection with all Red Lion Employee Benefit Plans, in each case, arising from any Action first asserted upon or after the Separation Time; (ii) all Liabilities arising from any Action first asserted upon or after the Separation Time with respect to the employment or other service or termination of employment or other service of all Continuing Employees who are not Delayed Transfer Service Providers; (iii) all Liabilities arising from any Action first asserted upon or after his or her Hire Date with respect to the employment or other service or termination of employment or other service of all Delayed Transfer Service Providers who become Continuing Employees; (iv) all Liabilities arising from any Action first asserted upon or after the Separation Time with respect to or in connection with the engagement or termination of services by Red Lion or a Red Lion Entity of any individual who is or was an independent contractor (including any temporary service worker, consultant, freelancer, on-call worker, incidental worker, worker providing services under a retainer agreement, or other non-payroll worker of Red Lion or any Red Lion Entity, who is not an employee of Red Lion or a Red Lion Entity under applicable Laws) (for the avoidance of doubt, no such individual under this clause (iv) shall be a “Red Lion Employee” under this Agreement); (v) all Red Lion Workers’ Compensation Claims; and (vi) any other Liabilities expressly assigned to the Red Lion Group under this Agreement.

Assumption and Retention of Liabilities. (a) From and after the Separation Time, except as otherwise expressly provided in this Agreement, a member of the Red Lion Group shall retain, assume, perform, discharge, fulfill when due, hold the Navy Group harmless from, and to the extent applicable, comply with all of the following, in accordance with their respective terms: (i) all Red Lion Employee Benefit Plans and all Liabilities under and in connection with all Red Lion Employee Benefit Plans, in each case, arising from any Action first asserted upon or after the Separation Time; (ii) all Liabilities arising from any Action first asserted upon or after the Separation Time with respect to the employment or other service or termination of employment or other service of all Continuing Employees who are not Delayed Transfer Service ProvidersEmployees; (iii) all Liabilities arising from any Action first asserted upon or after his or her Hire Date with respect to the employment or other service or termination of employment or other service of all Delayed Transfer Service Providers who become Continuing Employees; (iv) all Liabilities arising from any Action first asserted upon or after the Separation Time with respect to or in connection with the engagement or termination of services by Red Lion or a Red Lion Entity of any individual who is or was an independent contractor (including any temporary service worker, consultant, freelancer, on-call worker, incidental worker, worker providing services under a retainer agreement, or other non-payroll worker of Red Lion or any Red Lion Entity, who is not an employee of Red Lion or a Red Lion Entity under applicable Laws) (for the avoidance of doubt, no such individual under this clause (iviii) shall be a “Red Lion Employee” under this Agreement); (viv) all Red Lion Workers’ Compensation Claims; and (viv) any other Liabilities expressly assigned to the Red Lion Group under this Agreement.