Common use of Red Lion Participation in Navy Employee Benefit Plans Clause in Contracts

Red Lion Participation in Navy Employee Benefit Plans. (a) Except as set forth on Exhibit B and/or in compliance with the applicable terms of the Transition Services Agreement, immediately prior to the Separation Time, (i) Red Lion and each other Red Lion Entity shall cease to be a participating employer in each Navy Employee Benefit Plan, other than any Red Lion Employee Benefit Plan, (ii) the Red Lion Employees shall cease to accrue further benefits and shall cease to be active participants in the Navy Employee Benefit Plans (other than any Red Lion Employee Benefit Plan), and (iii) the Parties shall take all necessary action before the Separation Time to effectuate the foregoing clauses (i) and (ii). Xxxxx and Red Lion shall indemnify and hold Navy and its Subsidiaries, other than the Red Lion Entities, harmless for any Liability arising solely from the Continuing Employees’ continued participation in any Navy Employee Benefit Plan listed on Exhibit B hereto after the Separation Time; provided, however, that Navy and its Subsidiaries shall take commercially reasonable efforts to cooperate with Xxxxx and Red Lion in defending against any claims for any such Liability. Except as otherwise expressly provided in this Agreement (including Section 2.2) or any other Transaction Agreement, Navy shall indemnify and hold Red Lion, each Red Lion Entity and Xxxxx harmless for any Liability under any Navy Employee Benefit Plan with respect to service (and the termination of service) prior to the Separation Time of Red Lion Employees and of individuals described in Section 2.3(a)(iv) of this Agreement; provided, however, that such indemnification obligation shall not apply to the extent (and only to the extent) that any such Liability results from action taken by or omitted by any Red Lion Entity or Xxxxx after the Separation Time. For the avoidance of doubt, Navy shall not be obligated to indemnify the Red Lion Group with respect to Liabilities for compensation or benefits that accrue, are paid or are provided to Continuing Employees on or after the Separation Time even if the levels of, or eligibility for, compensation or benefits are based on service provided prior to the Separation Time.

Red Lion Participation in Navy Employee Benefit Plans. (a) Except as set forth on Exhibit B and/or and in compliance with the applicable terms of the Transition Services Agreement, immediately prior to the Separation Time, (i) Red Lion and each other Red Lion Entity shall cease to be a participating employer in each Navy Employee Benefit Plan, other than any Red Lion Employee Benefit Plan, (ii) the Red Lion Employees shall cease to accrue further benefits and shall cease to be active participants in the Navy Employee Benefit Plans (other than any Red Lion Employee Benefit Plan), and (iii) the Parties shall take all necessary action before the Separation Time to effectuate the foregoing clauses (i) and (ii). Xxxxx and Red Lion shall indemnify and hold Navy and its Subsidiaries, other than the Red Lion Entities, harmless for any Liability arising solely from the Continuing Employees’ continued participation in any Navy Employee Benefit Plan listed on Exhibit B hereto after the Separation Time; provided, however, that Navy and its Subsidiaries shall take commercially reasonable efforts to cooperate with Xxxxx and Red Lion in defending against any claims for any such Liability. Except as otherwise expressly provided in this Agreement (including Section 2.2) or any other Transaction Agreement, Navy shall indemnify and hold Red Lion, each Red Lion Entity and Xxxxx harmless for any Liability under any Navy Employee Benefit Plan with respect to service (and the termination of service) prior to the Separation Time of Red Lion Employees and of individuals described in Section 2.3(a)(iv2.3(a)(iii) of this Agreement; provided, however, that such indemnification obligation shall not apply to the extent (and only to the extent) that any such Liability results from action taken by or omitted by any Red Lion Entity or Xxxxx after the Separation Time. For the avoidance of doubt, Navy shall not be obligated to indemnify the Red Lion Group with respect to Liabilities for compensation or benefits that accrue, are paid or are provided to Continuing Employees on or after the Separation Time even if the levels of, or eligibility for, compensation or benefits are based on service provided prior to the Separation Time.