Assumption by SpinCo Clause Samples

Assumption by SpinCo. To the extent permissible by the terms of any Individual Agreement and by applicable Law, SpinCo shall assume and honor, or cause a member of the SpinCo Group to assume and honor, any Individual Agreement effective as of the Effective Time.

Assumption by SpinCo. Effective as of the Effective Time, SpinCo shall, or shall cause the members of the SpinCo Group to, assume and honor any Individual Agreement to the extent assigned, including any Liabilities and obligations thereunder to which any SpinCo Group Employee or Former SpinCo Group Employee is a party with any member of the Parent Group; provided that with respect to the retention amount under any retention agreement described in the last sentence of Section 3.02(a), such assumption shall apply only to the extent Parent is not liable for such amount. Notwithstanding the foregoing, SpinCo shall not be required to assume any telecommuting agreement.

Assumption by SpinCo. Effective no later than the Distribution Date, SpinCo shall establish, or cause to be established, the SpinCo Health and Welfare Plans. Immediately after the Distribution Date, all Liabilities for or relating to Transferred Individuals under the Parent Health and Welfare Plans, shall cease to be Liabilities of Parent or the Parent Health and Welfare Plans and shall be assumed by SpinCo and the corresponding SpinCo Health and Welfare Plans. Thus, SpinCo and the SpinCo Health and Welfare Plans shall be responsible for all Liabilities that pertain to Transferred Individuals regardless of when incurred, including all reported claims that are unpaid, all incurred but not reported claims as of the Distribution Date, and all claims incurred after the Distribution Date that pertain to Transferred Individuals under the Parent Health and Welfare Plans and the SpinCo Health and Welfare Plans. SpinCo shall be required to make all payments due or payable to Transferred Individuals under the appropriate SpinCo Health and Welfare Plans for the period beginning immediately after the Distribution Date, including all reported claims that are unpaid and all incurred but not reported claims as of the Distribution Date. To the extent permitted by the applicable Plans, all treatments which have been pre-certified for or are being provided on an on-going basis to a Transferred Individual under the Parent Health and Welfare Plans as of the Distribution Date shall continue to be provided without interruption under the appropriate SpinCo Health and Welfare Plan until such treatment is concluded or discontinued pursuant to applicable plan rules and limitations, and SpinCo and the SpinCo Health and Welfare Plans shall be responsible for all Liabilities relating to, arising out of, or resulting from such pre-certified or on-going treatments as of the Distribution Date. Notwithstanding the preceding provisions of this Section 5.1, neither SpinCo nor a SpinCo Health and Welfare Plan shall assume any Liability with respect to: (i) a claim incurred on or prior to the Distribution Date for which Parent or a Parent Health and Welfare Plan has insurance coverage, or (ii) any benefit claim for which Parent is responsible under Section 5.3.

Assumption by SpinCo. Effective as of no later than the Distribution Date, SpinCo shall, or shall cause the members of the SpinCo Group to, assume and honor any Individual Agreement.

Assumption by SpinCo. Effective as of the Distribution Time, Spinco and its Affiliates hereby assume and agree to pay, perform, fulfill and discharge, in accordance with their respective terms, as such relate to the Spinco Employees and Spinco Directors, (i) all of the Liabilities relating to, arising out of, or resulting from obligations, Liabilities, and responsibilities expressly assumed or retained by Spinco pursuant to this Agreement, regardless of when or where such Liabilities arose or arise or were or are incurred and (ii) all of the Liabilities relating to or arising from the Spinco Employees and Spinco Directors but excluding any and all of the Liabilities for Spinco Directors and Spinco Employees who were employed at the corporate office in Houston of Quanex to the extent accrued on the unaudited balance sheet as of the Distribution Date (other than any such Liabilities relating to benefits under the Quanex Plans that are assumed by Spinco pursuant to the express terms of the Transaction Agreements) (collectively, the “Spinco Employee Liabilities”).

Assumption by SpinCo. Subject to Sections 9.4 and 11.4, as part of the Divestiture and transfer of the Key Personnel to Spinco, Spinco shall assume all of Mpex’s obligations under this Agreement, will succeed to Mpex’s (a) rights to be paid by Axcan and (b) remedies, under this Agreement, and will replace Mpex as a Party to this Agreement. The foregoing shall be effectuated by an agreement (the “Assignment Agreement”) in which: (a) Spinco expressly assumes all rights and obligations of Mpex under this Agreement, (b) Mpex is obligated to contribute to Spinco all amounts received by Mpex pursuant to Section 5.1.2 to the extent that such amounts have not, as of the effective date of the assumption of this Agreement by Spinco, been spent by Mpex in the course of performing its obligations pursuant to the Development Plan, (c) Spinco assigns to Mpex all right, title and interest in and to all Development IP that is created on or after the effective date of the assumption of this Agreement by Spinco, (d) Spinco grants (subject to Section 10.3) Mpex a non-exclusive, fully paid, worldwide, perpetual, irrevocable license (with the right to grant sublicenses) under the Related IP, to make, have made, use, import, offer for sale and sell the Product, and (e) Axcan is named as a third party beneficiary for the purpose of enforcing Spinco’s obligation to assign such Development IP to Mpex and to license the Related IP to Mpex. Mpex shall provide Axcan with a complete and accurate copy of the Assignment Agreement within 5 Business Days of the effective date of the assumption of this Agreement by Spinco. Upon such assumption effective date, except for any express statements to the contrary, all provisions of this Agreement that apply to Mpex and are operative after such assumption effective date shall be deemed to apply to Spinco with respect to the operation thereof after such assumption effective date.

Assumption by SpinCo. Subject to satisfaction by Forest of its obligations hereunder, Spinco and its Affiliates hereby assume and agree to pay, perform, fulfill and discharge, in accordance with their respective terms, as such relate to the Spinco Employees, (i) all of the liabilities relating to, arising out of, or resulting from obligations, liabilities, and responsibilities expressly assumed or retained by Spinco pursuant to this Agreement, regardless of when or where such liabilities arose or arise or were or are incurred, (ii) all of the liabilities relating to or arising from the Spinco Employees to the extent arising from and after the Measurement Date and attributable directly to the conduct of the Company, and (iii) all of the liabilities of Forest or any of its Affiliates relating to or arising from the Spinco Employees to the extent arising from and after the Distribution Date and attributable to the conduct of the Spinco Business after the Distribution Date (other than any such liabilities relating to benefits under the Forest Plans that are not assumed by Spinco pursuant to the express terms of this Agreement, the Distribution Agreement or the Merger Agreement) (collectively, the “Spinco Employee Liabilities”).

Assumption by SpinCo. Subject to satisfaction by HP Co. of its obligations hereunder, Spinco hereby assumes and agrees to pay, perform, fulfill and discharge, in accordance with their respective terms, as such relate to the Spinco Employees all of the following, regardless of when or where such liabilities arose or arise or were or are incurred (collectively, the "Spinco Liabilities"): (i) HP Co. Change of Control Agreements. (ii) HP Co. Severance Plan. (iii) HP Co. Vacation Policy for the year in which the Distribution Date occurs. (iv) All other liabilities relating to, arising out of, or resulting from obligations, liabilities, and responsibilities expressly assumed or retained by Spinco pursuant to this Agreement. Nothing contained in this Section 2.2(a) shall affect Spinco's ability to terminate or amend any plan or arrangement assumed by Spinco so long as any action taken by Spinco is in accordance with the terms of such plan or arrangement.