Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, MSGS shall, or shall cause one or more members of the MSGS Group to, assume or retain and MSGS hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MSGS Plans (provided that, as between MSGS 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 MSGS Employees, Former MSGS Employees, MSGS 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 MSGS Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the MSGS 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 MSGS Group, and (iii) any other Liabilities expressly assumed by or retained by MSGS 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 MSGS Group as provided for in this Section 2.1(a) are intended to be MSGS Liabilities as such term is defined in the Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the MSGS Group include the retirement benefits and health and welfare plan benefits under the MSGS Plans for all MSGS Employees, Former MSGS Employees, their dependents, beneficiaries, alternate payees and surviving spouses.
Appears in 3 contracts
Samples: Employee Matters Agreement (MSG Entertainment Spinco, Inc.), Employee Matters Agreement (Madison Square Garden Co), Employee Matters Agreement (MSG Entertainment Spinco, Inc.)
Assumption and Retention of Liabilities; Related Assets. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement, MSGS CVC shall, or shall cause one or more members of the MSGS CVC Group to, assume or retain and MSGS CVC hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all MSGS CVC Plans (provided that, as between MSGS CVC and SpincoMSG, Spinco MSG 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 MSGS CVC Employees, Former MSGS CVC Employees, MSGS CVC 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 MSGS CVC Group or in any other employment, non-employment, or retainer arrangement or relationship with any member of the MSGS CVC 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 MSGS CVC Group, and (iii) any other Liabilities expressly assumed by or retained by MSGS CVC or any of its Subsidiaries or Affiliates 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 MSGS CVC Group as provided for in this Section 2.1(a) are intended to be MSGS Cablevision Liabilities as such term is defined in the Distribution Agreement, and (y) the Parties intend that such Liabilities assumed or retained by the MSGS CVC Group include the retirement benefits and health and welfare plan benefits under the MSGS CVC Plans for all MSGS CVC Employees, Former MSGS CVC Employees, their dependents, beneficiaries, alternate payees and surviving spouses.
Appears in 3 contracts
Samples: Employee Matters Agreement (Cablevision Systems Corp /Ny), Employee Matters Agreement (Madison Square Garden, Inc.), Employee Matters Agreement (Madison Square Garden, Inc.)
