By SpinCo. From time to time after the completion of the Separation, SpinCo shall promptly reimburse Parent for the cost of any obligations or Liabilities that Parent elects to, or is compelled to, pay or otherwise satisfy, that are or that pursuant to this Agreement have become, the responsibility of the SpinCo Group. Parent shall invoice SpinCo after the end of each fiscal month for all such costs (if any) in such fiscal month. SpinCo shall pay any amounts due by SpinCo hereunder in immediately available funds within thirty (30) days of SpinCo’s receipt of each invoice therefor. Any amount not paid within thirty (30) days after the date when payable shall bear interest at the Applicable Rate (as defined in the Transition Services Agreement) from the date such amount is due. SpinCo shall not deduct, set off, counterclaim or otherwise withhold any amount owed by it to Parent (on account of any obligation owed by the Parent Group, whether or not such obligation has been finally adjudicated, settled or otherwise agreed upon in writing) against the amounts payable pursuant to this Agreement; provided that in the event SpinCo dispute any amount on an invoice, SpinCo shall notify Parent in writing within twenty (20) days after SpinCo’s receipt of such invoice and shall describe in detail the reason for disputing such amount, provide any documents or other materials supporting its dispute, and will be entitled to withhold only the amount in dispute during the pendency of the dispute. SpinCo shall cause the timely payment of the undisputed portion of each invoice in the manner set forth in this Agreement and shall be subject to late charges at the Applicable Rate and any other costs incurred by Parent pursuant to this Section 2.05(a) on any amount that is unsuccessfully disputed.
By SpinCo. From time to time after the Effective Time, SpinCo shall promptly reimburse Parent, but in no event more than thirty (30) days after delivery by Parent of an invoice therefor containing reasonable substantiating documentation of such costs and expenses, for the cost of any obligations or Liabilities that Parent or a Parent Plan elects to, or is compelled to, pay or otherwise satisfy, that are or that pursuant to this Agreement have become, the responsibility of SpinCo or any SpinCo Subsidiary; provided, however, that if payment in respect of any such Liability is made by a Parent Plan, SpinCo or the appropriate SpinCo Plan shall reimburse the Parent Plan directly. To the extent that any SpinCo Subsidiary is responsible for any of the SpinCo Employee Liabilities, each member of the SpinCo Group shall be jointly and severally liable to Parent or Parent Plan, as applicable, for the payment of such Liabilities by such SpinCo Subsidiary.
By SpinCo. In addition to any indemnity in any other Transaction Agreement, Spinco shall indemnify, defend and hold harmless the AT Co. Indemnitees from and against all Indemnifiable Losses arising out of or due to (i) the transfer of assets and liabilities as provided under this Agreement, (ii) any administrative errors or administrative failures of any member of the Spinco Group regarding the Spinco employee benefit plans, policies, and compensation programs or (iii) claims for benefits by any person under the Spinco employee benefit plans, policies, and compensation programs; provided, however, the forgoing indemnity shall not apply in any case or circumstance to the extent (i) involving a fiduciary violation under ERISA against any member of the AT Co. Group or any of its agents or fiduciaries or (ii) any member of the AT Co. Group or any of its agents or fiduciaries has been negligent, acted with willful misconduct, engaged in fraud or embezzlement or violated any applicable law.
By SpinCo. Subject to Section 3.3, SpinCo shall indemnify and hold Parent and each Parent Member harmless against:
(a) any and all Taxes for which SpinCo is liable pursuant to Section 2.7; and
(b) any and all increases in the liability for Taxes of the Parent Affiliated Group or any Parent Member (or group thereof) as a result of a SpinCo Member’s material inaccuracies in, or failure to timely provide, such information and assistance specified in Section 2.2.
By SpinCo. Subject to Section 3.3, SpinCo shall indemnify and hold RemainCo and each RemainCo Member harmless against:
(a) any and all Taxes for which SpinCo is liable pursuant to Section 2.5(b) and Section 2.5(c); and
(b) any and all increases in the liability for Taxes of the RemainCo Affiliated Group or any RemainCo Member (or group thereof) as a result of a SpinCo Member’s material inaccuracies in, or failure to timely provide, such information and assistance specified in Section 5.1.
By SpinCo. From time to time after the Distribution, SpinCo shall reimburse Viamet promptly, and in no event more than fifteen business days after delivery by Viamet of an invoice therefore containing reasonable substantiating documentation of such costs and expenses, for the cost of any obligations or Liabilities that Viamet is required to pay or otherwise satisfy, that are, or that pursuant to this Agreement have become, the responsibility of SpinCo.
By SpinCo. Except as otherwise expressly provided for in this Agreement, not later than the Effective Time, SpinCo shall or shall cause a member of the SpinCo Group (including the Transferred Entities) or a SpinCo Plan to assume, perform, and discharge all of the following, regardless of when or where such Liabilities arose or arise or are incurred:
(i) all Liabilities to or relating to Transferred Employees and their dependents and beneficiaries, to the extent relating to, arising out of or resulting from employment on or prior to the Effective Time, including, but not limited to, all Liabilities governed by the Applicable CBA, but excluding all Liabilities retained by Parent as provided in this Agreement including, but not limited to, the Liabilities retained by Parent pursuant to Section 10.1(c) below; and
(ii) all other Liabilities relating to, or arising out of, or resulting from obligations, liabilities, and responsibilities expressly assumed or retained by SpinCo or a member of the SpinCo Group pursuant to this Agreement or the Applicable CBA.
By SpinCo. SpinCo shall indemnify and hold harmless the DG Indemnitees from and against any and all SpinCo Taxes.
By SpinCo. Not later than the Distribution Date, except as otherwise expressly provided for in this Agreement, Spinco shall or shall cause a member of the Spinco Group or a Spinco Plan to assume, perform, and discharge all of the following, regardless of when or where such Liabilities arose or arise or are incurred:
(i) all Liabilities to or relating to Spinco Employees and their dependents and beneficiaries, to the extent relating to, arising out of or resulting from employment with any member of the Verizon Group or the Spinco Group on or prior to the Distribution Date, including all liabilities governed by the NNETO CBAs; and
(ii) all other Liabilities relating to, or arising out of, or resulting from obligations, liabilities, and responsibilities expressly assumed or retained by Spinco or a member of the Spinco Group pursuant to this Agreement or the NNETO CBAs.
By SpinCo. On or prior to the Distribution Date, except as otherwise provided for in this Agreement, Spinco will assume and agree faithfully to perform and fulfill all the Liabilities described herein, in accordance with their respective terms; and in addition Spinco shall be responsible for all such Liabilities, regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to, on or subsequent to the Distribution Date, regardless of where or against whom such Liabilities are asserted or determined or whether asserted or determined prior to the Distribution Date, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of law, fraud or misrepresentation by Heinz, Spinco or any of their respective Subsidiaries, Representatives or Affiliates (collectively, the "Spinco Liabilities"):
(i) All Liabilities relating to or in respect of Spinco Employees and their dependents and beneficiaries, whether relating to, arising out of or resulting from past, present and/or future employment with Heinz, its Subsidiaries, and any member of the Spinco Group (including Liabilities under Spinco Plans);
(ii) All Liabilities under any Individual Agreements relating to Spinco Employees; and
(iii) All other Liabilities relating to, arising out of, or resulting from obligations, liabilities, and responsibilities assumed or retained by Spinco or any of its Subsidiaries or by a Spinco Plan pursuant to this Agreement or any other Transaction Agreement.
