Common use of Assumption of Liabilities from Parent Clause in Contracts

Assumption of Liabilities from Parent. As of the Operational Separation Date, UpstreamCo shall, and shall cause each UpstreamCo Nonqualified Plan to, assume all Liabilities under the corresponding Parent Divided Nonqualified Plan for the account balances and accrued benefits of UpstreamCo Group Employees and Former UpstreamCo Group Employees and their respective beneficiaries and/or alternate payees determined as of immediately prior to the Operational Separation Date, and the Parent Group and the Parent Divided Nonqualified Plans shall be relieved of all such Liabilities. All Parent Shares notionally credited to participants’ accounts under the Parent Divided Nonqualified Plans, the liability for which is transferred to UpstreamCo and the UpstreamCo Nonqualified Plans pursuant to the preceding sentence, shall be adjusted so that, from and after the Effective Time, such notionally credited shares represent a number of notionally credited UpstreamCo Shares (rounded to the nearest whole number of shares) equal to the product obtained by multiplying (1) the number of such notionally credited Parent Shares immediately prior to the Effective Time, by (2) the UpstreamCo Ratio.