Responsibility for Certain Benefits Matters. (a) Notwithstanding any provision of Sections 11.1 to 11.5 of this Agreement and effective at and after the Distribution Date, and subject to Sections 11.6(b) and 11.7 hereof, Manitowoc ParentCo, to the exclusion of the Manitowoc Foodservice Group, will and will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all liabilities incurred in connection with respect to legal actions for benefits under any Employee Benefit Plan of Manitowoc ParentCo or legal actions alleging breach of fiduciary duty in connection with any Employee Benefit Plan of Manitowoc ParentCo, as follows: (A) as to liabilities arising from such actions filed on or commenced before, on or after the Distribution Date that involve only pre-Distribution acts or omissions, Manitowoc ParentCo will indemnify Manitowoc Foodservice and its employees, directors, fiduciaries or agents, (B) as to liabilities arising from such actions filed on or commenced before, on or after the Distribution Date that involve pre-Distribution acts or omissions and post-Distribution acts or omissions, Manitowoc ParentCo and Manitowoc Foodservice will be responsible for their own liabilities, including those of their employees, directors, fiduciaries and agents, as to that portion of any settlement, judgment, costs and expenses resulting from such post-Distribution acts or omissions, and (C) as to liabilities arising from such actions filed on or commenced before, on or after the Distribution Date that do not involve alleged pre-Distribution acts or omissions, Manitowoc ParentCo will not indemnify Manitowoc Foodservice, nor will Manitowoc Foodservice indemnify Manitowoc ParentCo, and neither will indemnify the employees, directors, fiduciaries or agents of the other (such liabilities as are to be indemnified by Manitowoc ParentCo, “Manitowoc ParentCo Benefit Liabilities”).
Responsibility for Certain Benefits Matters. (a) Notwithstanding any provision of Sections 6.1 to 6.5 of this Agreement and effective at and after the Distribution Date, and subject to Sections 6.6(b) and 6.7 hereof, Motorola, to the exclusion of the SpinCo Group, will and will cause its applicable Affiliates to assume, be responsible for, and pay, perform, satisfy and discharge, any and all Liabilities incurred in connection with (i) the Motorola Pension Plan, the MSPP, any other U.S. pension plan, and the Retiree Health Plan; (ii) with limited exceptions described in Section 5 and Schedule 1.4(iii) of the Asset Purchase Agreement between Motorola Limited and Motorola Mobility UK Limited, the defined benefit pension plan in the United Kingdom; and (iii) with respect to Actions for benefits under any Employee Benefit Plan of Motorola (other than the plans described in subsections (i) and (ii) above) or alleging breach of fiduciary duty in connection with any such Employee Benefit Plan of Motorola, as follows: (A) as to Liabilities arising from such Actions filed on or commenced before, on or after the Distribution Date that involve only pre- Distribution acts or omissions, Motorola will treat them as Indemnified Matters, (B) as to Liabilities arising from such Actions filed on or commenced before, on or after the Distribution Date that involve pre-Distribution acts or omissions and post-Distribution acts or omissions, Motorola will treat such pre-Distribution acts or omissions as Indemnified Matters and Motorola and SpinCo or Mobility, as the case may be, will be responsible for their own Liabilities, including those of their employees, directors, fiduciaries and agents, as to that portion of any settlement, judgment, costs and expenses resulting from such post-Distribution acts or omissions, and (C) as to Liabilities arising from such Actions filed on or commenced before, on or after the Distribution Date that do not involve alleged pre-Distribution acts or omissions, Motorola will not indemnify Spinco or Mobility, nor will SpinCo or Mobility indemnify Motorola, and neither will indemnify the employees, directors, fiduciaries or agents of the other (such Liabilities as are to be indemnified by Motorola, “Motorola Benefit Liabilities”).
