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

Assumption and Retention of Liabilities; Related Assets. (a) Effective as of the Separation Time, except as otherwise expressly provided for in this Agreement, Entergy shall, or shall cause one or more members of the Entergy Group to, assume or retain, as applicable, and pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Entergy Benefit Arrangements which exist as of the Separation Time, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all employees (other than TransCo Employees) of any member of the Entergy Group or TransCo Group and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Entergy Group or TransCo Group), in each case to the extent such Liability arose in connection with or as a result of employment with any member of the Entergy Group or TransCo Group before, at or after the Separation Time or the performance of services for any member of the Entergy Group or TransCo Group before the Separation Time and (iii) any other Liabilities or obligations expressly assigned to Entergy or any of its Affiliates under this Agreement.

Assumption and Retention of Liabilities; Related Assets. (a) Effective as As of the Separation TimeDistribution Date, except as otherwise expressly provided for in this Agreement, Entergy Holdings shall, or shall cause one or more members of the Entergy Matson Group to, assume or retain, as applicable, retain and Holdings hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Entergy Holdings Benefit Arrangements which exist as of the Separation TimePlans, (ii) all Liabilities with respect to the employment, service, workers compensation, termination of employment or termination of service of all employees (other than TransCo Employees) of any member of the Entergy Group or TransCo Group Holdings Employees and Former Holdings Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker of any member of the Matson Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Entergy Matson Group or TransCo Groupwhose employment or service is or was otherwise primarily associated with the Matson Businesses), in each case to the extent such Liability arose arising in connection with or as a result of employment with any member of the Entergy Group or TransCo Group before, at or after the Separation Time or the performance of services for any member of the Entergy Matson Group or TransCo Group before the Separation Time A&B Group, and (iii) any other Liabilities or obligations expressly assigned to Entergy Holdings or any of its Affiliates under this Agreement. The Liabilities assumed or retained by the Matson Group as provided for in this Section 2.1(a) shall be Matson Liabilities for all purposes of the Separation Agreement.

Assumption and Retention of Liabilities; Related Assets. (a) Effective as As of the Separation TimeDistribution Date, except as otherwise expressly provided for in this Agreement, Entergy RemainCo shall, or shall cause one or more members of the Entergy RemainCo Group to, assume or retain, as applicable, retain and RemainCo hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities liabilities under all Entergy RemainCo Benefit Arrangements which exist as of the Separation TimePlans, (ii) all Liabilities liabilities (excluding liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, service, termination of employment or termination of service of all employees (other than TransCo Employees) of any member of the Entergy Group or TransCo Group RemainCo Employees and Former RemainCo Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker of any member of the RemainCo Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Entergy RemainCo Group or TransCo Groupwhose employment or service is or was otherwise primarily associated with the RemainCo Core Business (as defined in the Distribution Agreement)), in each case to the extent such Liability arose arising in connection with or as a result of employment with any member of the Entergy Group or TransCo Group before, at or after the Separation Time or the performance of services for any member of the Entergy RemainCo Group or TransCo Group before the Separation Time SpinCo Group, and (iii) any other Liabilities liabilities or obligations expressly assigned to Entergy RemainCo or any of its Affiliates affiliates under this Agreement.

Assumption and Retention of Liabilities; Related Assets. (a) Effective as As of the Separation TimeDistribution Date, except as otherwise expressly provided for in this Agreement, Entergy RemainCo shall, or shall cause one or more members of the Entergy RemainCo Group to, assume or retain, as applicable, retain and RemainCo hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities liabilities under all Entergy RemainCo Benefit Arrangements which exist as of the Separation TimePlans, (ii) all Liabilities liabilities (excluding liabilities incurred under a Benefit Plan except as otherwise provided in this Agreement) with respect to the employment, service, termination of employment or termination of service of all employees (other than TransCo Employees) of any member of the Entergy Group or TransCo Group RemainCo Employees and Former RemainCo Employees and their dependents and beneficiaries (and any alternate payees in respect thereof) and other service providers (including any individual who is, or was, or is determined to be an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or non-payroll worker of any member of the RemainCo Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the Entergy RemainCo Group or TransCo Groupwhose employment or service is or was otherwise primarily associated with the RemainCo Business (as defined in the Distribution Agreement)), in each case to the extent such Liability arose arising in connection with or as a result of employment with any member of the Entergy Group or TransCo Group before, at or after the Separation Time or the performance of services for any member of the Entergy RemainCo Group or TransCo Group before the Separation Time SpinCo Group, and (iii) any other Liabilities liabilities or obligations expressly assigned to Entergy RemainCo or any of its Affiliates affiliates under this Agreement.