Common use of Assumption and Retention of Liabilities; Related Assets Clause in Contracts

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, EWS shall, or shall cause one or more members of the EWS Group to, assume or retain and EWS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS Benefit Plans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all EWS Employees, Former EWS Employees, their dependents and beneficiaries and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the EWS Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the EWS Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS Group, and (iii) any other Liabilities expressly assumed by or retained by EWS or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the EWS Group as provided for in this Section 2.01(a) are intended to be EWS Liabilities as such term is defined in the Separation Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spouses.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, EWS United Online shall, or shall cause one or more members of the EWS Group UOL Entities to, assume or retain and EWS United Online hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS UOL Benefit Plans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement)Plans, (ii) all Liabilities with respect to the employment, retirementservice, serviceworkers compensation, termination of employment or termination of service of all EWS Employees, UOL Employees and Former EWS Employees, UOL Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of any member of the EWS Group UOL Entities or in any other employment, non-employment, or retainer arrangement arrangement, or relationship with any member of the EWS GroupUOL Entities or whose employment or service is or was otherwise primarily associated with the UOL Businesses), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS GroupUOL Entities or FTD Entities, and (iii) any other Liabilities or obligations expressly assumed by or retained by EWS or assigned to any of its Subsidiaries or Affiliates the UOL Entities under this Agreement. For purposes of clarification and the avoidance of doubt, (x) the The Liabilities assumed or retained by the EWS Group UOL Entities as provided for in this Section 2.01(a2.1(a) are intended to shall be EWS UOL Liabilities as such term is defined in for all purposes of the Separation Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spouses.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Final Distribution Date, except as otherwise expressly provided for in this Agreement, EWS Temple-Inland shall, or shall cause one or more members of the EWS Temple-Inland Group to, assume or retain retain, as applicable, and EWS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS Temple-Inland Benefit Plans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement)Plans, (ii) all Liabilities (excluding Liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, retirement, service, termination of employment or termination of service of all EWS Temple-Inland Employees, Former EWS Temple-Inland Employees, Guaranty Employees, Former Guaranty Employees, Forestar Employees and Former Forestar Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of any member of the EWS Group or in any other employment, non-employment, or retainer arrangement arrangement, or relationship with any member of the EWS Temple-Inland Group, Guaranty Group or Forestar Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS Temple-Inland Group, and (iii) any other Liabilities or obligations expressly assumed by or retained by EWS assigned to Temple-Inland or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubtclarification, (x) the Liabilities assumed or retained by the EWS Temple-Inland Group as provided for in this Section 2.01(a2.1(a) are intended to be EWS Retained Business Liabilities as such term is defined in the Separation Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spouses.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution DateEffective Time, except as otherwise expressly provided for in this Agreement, EWS ADP shall, or shall cause one or more members of the EWS ADP Group to, assume or retain retain, as applicable, and EWS ADP hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS ADP Benefit Plans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement)Plans, (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all EWS ADP Employees, Former EWS ADP Employees, their respective dependents and beneficiaries beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of any member of the EWS ADP Group or in any other employment, non-employmentservice, or retainer arrangement arrangement, or relationship with any member of the EWS ADP Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS ADP Group, and (iii) any all Liabilities with respect to the employment, service, termination of employment or termination of service of all Former CDK Employees, their respective dependents and beneficiaries and (iv) all other Liabilities or obligations expressly assumed by or retained by EWS assigned to ADP or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubtclarification, (x) the Liabilities assumed or retained by the EWS ADP Group as provided for in this Section 2.01(a2.1(a) are intended to be EWS ADP Liabilities as such term is defined in the Separation and Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spouses.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Datedate hereof and with effect at the Effective Time, except as otherwise expressly provided for in this Agreement, EWS ParentCo shall, or shall cause one or more members of the EWS ParentCo Group to, assume or retain retain, as applicable, and EWS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS ParentCo Benefit Plans (providedexcept with regard to the Theravance, that Inc. 401(k) Plan (the “401(k) Plan”), as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreementdiscussed below), (ii) all Liabilities (excluding Liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, retirement, service, termination of employment or termination of service of all EWS ParentCo Employees, Former EWS Employees, ParentCo Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of any member of the EWS Group or in any other employment, non-employment, or retainer arrangement arrangement, or relationship with any member of the EWS ParentCo Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS ParentCo Group, and (iii) any other Liabilities or obligations expressly assumed by or retained by EWS assigned to ParentCo or any of its Subsidiaries or Affiliates (other than any member of the SpinCo Group) under this Agreement. For purposes of clarification and the avoidance of doubtclarification, (x) the Liabilities assumed or retained by the EWS ParentCo Group as provided for in this Section 2.01(a(a) or elsewhere in this Agreement are intended to be EWS Excluded Liabilities. Notwithstanding the foregoing, sponsorship and associated Liabilities of the 401(k) Plan shall transfer to SpinCo; however, ParentCo will remain a participating employer of the 401(k) Plan for the benefit of its employees, and as such term is defined in the Separation Agreement, and (y) the Parties intend that will retain any Liabilities associated with such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spousesstatus.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution DateEffective Time, except as otherwise expressly provided for in this Agreement, EWS ADP shall, or shall cause one or more members of the EWS ADP Group to, assume or retain retain, as applicable, and EWS ADP hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS ADP Benefit Plans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement)Plans, (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all EWS ADP Employees, Former EWS ADP Employees, their dependents and beneficiaries beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the EWS ADP Group or in any other employment, non-employment, or retainer arrangement arrangement, or relationship with any member of the EWS ADP Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS ADP Group, (iii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all Former Broadridge Employees, their dependents and beneficiaries and (iiiiv) any other Liabilities or obligations expressly assumed by or retained by EWS assigned to ADP or any of its Subsidiaries or Affiliates under this Agreement. For purposes of clarification and the avoidance of doubtclarification, (x) the Liabilities assumed or retained by the EWS ADP Group as provided for in this Section 2.01(a2.1(a) are intended to be EWS ADP Liabilities as such term is defined in the Separation and Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spouses.

Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, EWS Bentley shall, or shall cause one or more members of the EWS Bentley Group to, assume or retain retain, as applicable, and EWS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all EWS Bentley Benefit Plans (provided, that as between EWS and SNI, SNI shall be responsible for certain of those Liabilities pursuant to Section 2.01(b) of this Agreement)Plans, (ii) all Liabilities (excluding Liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, retirement, service, termination of employment or termination of service of all EWS Bentley Employees, Former EWS Employees, Bentley Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll non-payroll worker of any member of the EWS Group or in any other employment, non-employment, or retainer arrangement arrangement, or relationship with any member of the EWS Bentley Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the EWS Bentley Group, and (iii) any other Liabilities or obligations expressly assumed by or retained by EWS assigned to Bentley or any of its Subsidiaries or Affiliates (other than any member of the CPEX Group) under this Agreement. For purposes of clarification and the avoidance of doubtclarification, (x) the Liabilities assumed or retained by the EWS Bentley Group as provided for in this Section 2.01(a2.1(a) or elsewhere in this Agreement are intended to be EWS Liabilities as such term is defined in the Separation Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the EWS Group include the retirement benefits and health and welfare plan benefits under the EWS Benefit Plans for all EWS Employees, Former EWS Employees, their dependants, beneficiaries, alternate payees and surviving spousesBentley Liabilities.