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. (b) The Navy Group shall retain, assume, perform, discharge and fulfill when due, and hold the Red Lion Group harmless from: (i) all Liabilities with respect to the employment or other service or termination of employment or other services of all Continuing Employees who are not Delayed Transfer Service Providers to the extent that such Liabilities arose from an Action pending or asserted in writing before the Separation Time; (ii) all Liabilities with respect to the employment or other service or termination of employment or other services of all Delayed Transfer Service Providers who become Continuing Employees to the extent that such Liabilities arose from an Action pending or asserted in writing before his or her Hire Date; (iii) except as otherwise set forth in Section 2.6(b), all Liabilities with respect to the employment or other service or termination of employment or other service of all individuals who provide or have provided services to the Navy Group and who are not Continuing Employees (other than such claims referenced in Section 2.3(a)(iv)); (iii) all Liabilities arising under or relating to workers’ compensation claims of Red Lion Employees that are not Red Lion Workers’ Compensation Claims; and (iv) any other Liabilities expressly assigned to the Navy Group under this Agreement.

Assumption and Retention of Liabilities. (a) From and after the Separation Time, except Except as otherwise expressly provided for in this Agreement, Xxxxxx shall, or shall cause one or more members of the Xxxxxx Group to, assume or retain, and Xxxxxx hereby agrees to (or to cause a member of the Red Lion Xxxxxx Group shall retain, assumeto) pay, perform, fulfill and 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: due course in full (i) all Red Lion Employee Benefit Plans and all Liabilities under and in connection with all Red Lion Employee Xxxxxx 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 (excluding Liabilities incurred under a Xxxxxx Benefit Plan) with respect to the employment or other service or employment, service, termination of employment or other termination of service of all Continuing Retained Employees who are not Delayed Transfer Service Providers; to the extent arising in connection with or as a result of employment with or the performance of services for any member of the Xxxxxx Group or FCPT Group, (iii) all Liabilities arising from any Action first asserted upon or after his or her Hire Date (excluding Liabilities incurred under a Xxxxxx Benefit Plan) with respect to the employment or other service or employment, service, termination of employment or other termination of 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. (b) The Navy Group shall retain, assume, perform, discharge and fulfill when due, and hold the Red Lion Group harmless from: (i) all Liabilities with respect to the employment or other service or termination of employment or other services of all Continuing Employees who are not Delayed Transfer Service Providers to the extent that such Liabilities arose from an Action pending or asserted in writing before the Separation Time; (ii) all Liabilities with respect to the employment or other service or termination of employment or other services of all Delayed Transfer Service Providers who become Continuing Transferred Employees to the extent that such Liabilities arose from an Action pending arising in connection with or asserted in writing as a result of employment with or the performance of services for any member of the Xxxxxx Group or FCPT Group on or before his or her Hire Date; the Distribution Date (iii) except as otherwise set forth in Section 2.6(b)or, all Liabilities with respect to Inactive Employees, the employment or other service or termination of employment or other service of all individuals who provide or have provided services to the Navy Group and who are not Continuing Employees (other than such claims referenced in Section 2.3(a)(ivindividual Inactive Employee’s Transfer Date)); (iii) all Liabilities arising under or relating to workers’ compensation claims of Red Lion Employees that are not Red Lion Workers’ Compensation Claims; , and (iv) any other Liabilities or obligations expressly assigned to a member of the Navy Xxxxxx Group under this Agreement. For purposes of clarification, the Liabilities assumed or retained by the Xxxxxx Group as provided for in this Section 2.2(a) are intended to be Excluded Liabilities within the meaning of the Distribution Agreement. (b) Except as otherwise expressly provided for in this Agreement, FCPT shall, or shall cause one or more members of the FCPT Group to, assume or retain, as applicable, and FCPT hereby agrees to (or to cause a member of the FCPT Group to) pay, perform, fulfill and discharge, in due course in full all Liabilities with respect to (i) the employment, service, termination of employment or termination of service of all Transferred Employees to the extent arising in connection with or as a result of employment with or the performance of services for any member of the FCPT Group or Xxxxxx Group after the Distribution Date (or, with respect to Inactive Employees, the individual Inactive Employee’s Transfer Date); and (ii) salary and commission payments payable to Transferred Employees to the extent arising in connection with or as a result of employment with or the performance of services for any member of FCPT Group or Xxxxxx Group after the Distribution Date (or, with respect to Inactive Employees, the individual Inactive Employee’s Transfer Date). In addition, FCPT shall, or shall cause one or more members of the FCPT Group to, assume or retain, as applicable, all Liabilities specified in this agreement, including (A) time-off benefits (Section 2.5), (B) conversion of Xxxxxx Stock Unit Awards (Section 3.2(b)), (C) tax remittance and reporting (Section 3.4(c)), (D) Darden Cash Incentive Plan incentive awards (Section 7.1(a)), and (E) pre-Distribution individual arrangements for FCPT Participants (Section 7.2(b)). For purposes of clarification, the Liabilities assumed by the FCPT Group as provided for in this Section 2.2(b) are intended to be Assumed Liabilities within the meaning of the Distribution 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. (b) The Navy Group shall retain, assume, perform, discharge and fulfill when due, and hold the Red Lion Group harmless from: (i) all Liabilities with respect to the employment or other service or termination of employment or other services of all Continuing Employees who are not Delayed Transfer Service Providers to the extent that such Liabilities arose from an Action pending or asserted in writing before the Separation Time; (ii) all Liabilities with respect to the employment or other service or termination of employment or other services of all Delayed Transfer Service Providers who become Continuing Employees to the extent that such Liabilities arose from an Action pending or asserted in writing before his or her Hire Date; (iii) except as otherwise set forth in Section 2.6(b), all Liabilities with respect to the employment or other service or termination of employment or other service of all individuals who provide or have provided services to the Navy Group and who are not Continuing Employees (other than such claims referenced in Section 2.3(a)(iv2.3(a)(iii)); (iii) all Liabilities arising under or relating to workers’ compensation claims of Red Lion Employees that are not Red Lion Workers’ Compensation Claims; and (iv) any other Liabilities expressly assigned to the Navy Group under this Agreement.

Assumption and Retention of Liabilities. (a) From Subject to the Closing, the representations and warranties of Seller and other terms of this Agreement (including, but not limited to the Retained Liabilities as defined below), Purchaser shall fulfill, perform, pay and discharge the following responsibilities, obligations and liabilities with respect to the Assets: (i) from and after the Separation TimeClosing, except as otherwise expressly provided in this Agreementall obligations for and related to the investigation, a member cleanup or remediation of the Red Lion Group shall retainenvironment, assume, perform, discharge, fulfill when due, hold the Navy Group harmless from, and but only to the extent applicable, comply with all of the followingrequirements of applicable Environmental Laws (collectively, in accordance with their respective terms: the “Remediation”) as a result of either (i) all Red Lion Employee Benefit Plans past operations at the Real Property; or (ii) those obligations under the Consent Decree and Agreed Order, including the completion of any existing remediation programs; except that Seller shall remain liable for any and all Liabilities under Claims by Third Parties and in connection with all Red Lion Employee Benefit PlansGovernmental Authorities that pertain to the Facility or the operation thereof, in each caseor the Real Property, to the extent attributable to Seller’s or its Affiliates’ acts or omissions during the Pioneer Period, including Claims by Third Parties and Governmental Authorities arising from any Action first asserted upon as a result of the environmental or after physical condition of the Separation TimeReal Property, except to the extent such Claims seek Remediation; and (ii) all Liabilities litigation and Claims arising from any Action first asserted upon or after the Separation Time with respect Assets to the employment or extent they relate to any period other service or termination of employment or other service of all Continuing Employees who than the Pioneer Period, except to the extent they are not Delayed Transfer Service ProvidersRetained Liabilities; (iii) all Liabilities arising from any Action first asserted upon or after his or her Hire Date with respect such assumed obligations and liabilities being referred 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 herein as “Red Lion Employee” under this AgreementAssumed Liabilities”); (v) all Red Lion Workers’ Compensation Claims; and (vi) any other Liabilities expressly assigned to the Red Lion Group under this Agreement. (b) The Navy Group shall retainSubject to the Closing, assumerepresentation and warranties of Purchaser and other terms of this Agreement (including, but not limited to the Assumed Liabilities), Seller hereby retains and agrees to fulfill, perform, pay and discharge the following responsibilities, obligations and fulfill when due, and hold the Red Lion Group harmless from: (i) all Liabilities liabilities now existing or arising hereafter with respect to the employment Assets: (i) the Third Party and Governmental Authority Claims referred to in Section 8.01(a)(i) above; (ii) All liabilities and obligations (including costs of defense, prosecution, collection and reasonable attorney’s fees) with respect to (i) any Employee Plans and Agreements, or Claims of employees or former employees of Seller or its Affiliates or of any spouse, dependent, estate, or other service beneficiary of such employees or termination former employees for any salary, benefits, workers’ compensation claims, severance pay or any other Claims from such employees or former employees; or (ii) any Claims or charges relating to wrongful termination, discrimination, harassment, or violation of employment (A) the Fair Labor Standards Act, (B) the Labor Management Relations Act, (C) the Workers Adjustment and Retraining Notification Act, (D) the Americans With Disabilities Act, (E) ERISA, (F) the Consolidated Omnibus Budget Reconciliation Act of 1985, (G) Title VII of the Civil Rights Act of 1964, (H) the Family and Medical Leave Act, (I) the Health Insurance Portability and Accountability Act, or other services (J) the Age Discrimination in Employment Act, all as attributable to the conduct of all Continuing Employees who are not Delayed Transfer Service Providers Seller or its Affiliates with respect to any employees or former employees of Seller or its Affiliates; and (iii) Claims (except Claims for Remediation assumed by Purchaser pursuant to Section 8.01(a)(i)) arising from the Assets to the extent that such Liabilities arose from an Action pending or asserted in writing before the Separation Time; (ii) all Liabilities with respect they relate to the employment or other service or termination of employment or other services of Pioneer Period. (all Delayed Transfer Service Providers who become Continuing Employees such retained obligations and liabilities being referred to herein as the extent that such Liabilities arose from an Action pending or asserted in writing before his or her Hire Date; (iii) except as otherwise set forth in Section 2.6(b“Retained Liabilities”), all Liabilities with respect to the employment or other service or termination of employment or other service of all individuals who provide or have provided services to the Navy Group and who are not Continuing Employees (other than such claims referenced in Section 2.3(a)(iv)); (iii) all Liabilities arising under or relating to workers’ compensation claims of Red Lion Employees that are not Red Lion Workers’ Compensation Claims; and (iv) any other Liabilities expressly assigned to the Navy Group under this Agreement.