Common use of General Liability Allocation Clause in Contracts

General Liability Allocation. To the fullest extent permitted by applicable Law, SpinCo shall, or shall cause one or more of the SpinCo Group members to, assume or retain, as the case may be, any and all Employment Liabilities, and Parent and each other member of the Parent Group shall transfer, assign, and convey, such Employment Liabilities effective as of the Distribution Date, or if earlier, the applicable Split Date. Without limiting the generality of the foregoing, one or more of the SpinCo Group members shall assume or retain the Liabilities described in Section 5(c) of this Employee Matters Agreement (U.S. Health and Other Welfare Benefits) related to participation by Employees and Former Employees in Parent Health and Welfare Plans from and after the Liability Split Date. If applicable Law does not permit the assumption or retention, or the transfer, assignment, or conveyance, of a certain Employment Liability, then solely with respect to that Employment Liability, SpinCo or any of the other SpinCo Group members shall indemnify, defend and hold harmless the Parent Indemnitees against any and all losses related to such Employment Liability. For the avoidance of doubt, any Liabilities relating to, arising out of or resulting from the employment of, or services provided by, individuals who are not Employees, Former Employees, or Service Providers which SpinCo inherits due to its assumption of a legal entity shall be Parent Liabilities subject to the indemnification provisions of Section 6.03 of the Separation Agreement. With respect to such Liabilities attributable to individuals who are “Employees, “Former Employees,” “Legacy Former Employees” or “Service Providers” as defined in the HealthCare SDA, Section 2.07 of the Separation Agreement shall apply.

General Liability Allocation. To the fullest extent permitted by applicable Law, SpinCo shall, or shall cause one or more of the SpinCo Group members to, assume or retain, as the case may be, any and all Employment Liabilities, and Parent and each other member of the Parent Group shall transfer, assign, and convey, such Employment Liabilities each effective as of the following dates: (i) in the case of Employment Liabilities other than those related to the Mirror Plans or Allocated Plans, the Distribution Date, or if earlier(ii) in the case of Employment Liabilities related to the Mirror Plans and the Allocated Plans, the applicable Split Date. Without limiting the generality of the foregoing, one or more of the SpinCo Group members shall assume or retain the Liabilities described in Section 5(c) of this Employee Matters Agreement (U.S. Health and Other Welfare Benefits) related to participation by Employees Employees, Former Employees, and Legacy Former Employees in Parent Health and Welfare Plans from and after the Liability Split Date. If applicable Law does not permit the assumption or retention, or the transfer, assignment, or conveyance, of a certain Employment Liability, then solely with respect to that Employment Liability, SpinCo or any of the other SpinCo Group members shall indemnify, defend and hold harmless the Parent Indemnitees against any and all losses related to such Employment Liability. For the avoidance of doubt, any Liabilities relating to, arising out of or resulting from the employment of, or services provided by, individuals who are not Employees, Former Employees, or Service Providers which SpinCo inherits due to its assumption of a legal entity shall be Parent Liabilities subject to the indemnification provisions of Section 6.03 of the Separation Agreement. With respect to such Liabilities attributable to individuals who are “Employees, “Former Employees,” “Legacy Former Employees” or “Service Providers” as defined in the HealthCare SDA, Section 2.07 of the Separation Agreement shall apply.