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, MSG Entertainment shall, or shall cause one or more members of the MSG Entertainment Group to, assume or retain and MSG Entertainment hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MSG Entertainment Plans (provided that, as between MSG Entertainment and Spinco, Spinco shall be responsible for certain of those Liabilities pursuant to Section 2.1(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all MSG Entertainment Employees, Former MSG Entertainment Employees, MSG Entertainment Directors, 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 non-payroll worker of any member of the MSG Entertainment Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the MSG Entertainment 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 MSG Entertainment Group, and (iii) any other Liabilities expressly assumed by or retained by MSG Entertainment or any of its Subsidiaries under this Agreement, including liabilities retained pursuant to Article V of this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the MSG Entertainment Group as provided for in this Section 2.1(a) are intended to be MSG Entertainment Liabilities as such term is defined in the Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the MSG Entertainment Group include the retirement benefits and health and welfare plan benefits under the MSG Entertainment Plans for all MSG Entertainment Employees, Former MSG Entertainment Employees, their dependents, 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, MSG Entertainment Networks shall, or shall cause one or more members of the MSG Entertainment Networks Group to, assume or retain and MSG Entertainment Networks hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MSG Entertainment Networks Plans (provided that, as between MSG Entertainment Networks and Spinco, Spinco shall be responsible for certain of those Liabilities pursuant to Section 2.1(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all MSG Entertainment Networks Employees, Former MSG Entertainment Networks Employees, MSG Entertainment Networks Directors, 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 non-payroll worker of any member of the MSG Entertainment Networks Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the MSG Entertainment Networks 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 MSG Entertainment Networks Group, and (iii) any other Liabilities expressly assumed by or retained by MSG Entertainment Networks or any of its Subsidiaries under this Agreement, including liabilities retained pursuant to Article V of this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the MSG Entertainment Networks Group as provided for in this Section 2.1(a) are intended to be MSG Entertainment Networks Liabilities as such term is defined in the Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the MSG Entertainment Networks Group include the retirement benefits and health and welfare plan benefits under the MSG Entertainment Networks Plans for all MSG Entertainment Networks Employees, Former MSG Entertainment Networks Employees, their dependents, 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, MSG Entertainment Networks shall, or shall cause one or more members of the MSG Entertainment Networks Group to, assume or retain and MSG Entertainment Networks hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MSG Entertainment Networks Plans (( provided that, as between MSG Entertainment Networks and Spinco, Spinco shall be responsible for certain of those Liabilities pursuant to Section 2.1(b) of this Agreement), (ii) all Liabilities with respect to the employment, retirement, service, termination of employment or termination of service of all MSG Entertainment Networks Employees, Former MSG Entertainment Networks Employees, MSG Entertainment Networks Directors, 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 non-payroll worker of any member of the MSG Entertainment Networks Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the MSG Entertainment Networks 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 MSG Entertainment Networks Group, and (iii) any other Liabilities expressly assumed by or retained by MSG Entertainment Networks or any of its Subsidiaries under this Agreement, including liabilities retained pursuant to Article V of this Agreement. For purposes of clarification and the avoidance of doubt, (x) the Liabilities assumed or retained by the MSG Entertainment Networks Group as provided for in this Section 2.1(a) are intended to be MSG Entertainment Networks Liabilities as such term is defined in the Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the MSG Entertainment Networks Group include the retirement benefits and health and welfare plan benefits under the MSG Entertainment Networks Plans for all MSG Entertainment Networks Employees, Former MSG Entertainment Networks Employees, their dependents, beneficiaries, alternate payees and surviving spouses.