Unaddressed Liabilities Sample Clauses

Unaddressed Liabilities. Nothing in this Agreement shall require a transfer of Liabilities with respect to a Benefit Plan except as specifically set forth herein or as otherwise required by applicable Law. To the extent that this Agreement does not address particular Liabilities under any Benefit Plan and the Parties later determine that they should be allocated in connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the handling of comparable Liabilities under this Agreement.

Unaddressed Liabilities. To the extent that this Agreement does not address particular Liabilities under any Benefit Plan and the Parties later determine that they should be allocated in connection with the Distribution, the Parties shall agree in good faith on the allocation, taking into account the handling of comparable Liabilities under this Agreement. Notwithstanding the foregoing, any Liabilities in respect of workers’ compensation insurance related to the SpinCo Business shall be assumed or retained by the SpinCo Group so long as the associated accrual is included in the calculation of the Final Net Working Capital and the Parties hereby agree that such accrual shall be so included.