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 expressly provided in this Agreement, the Parent Entities shall assume or retain and Parent hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all Parent Benefit Plans, (ii) all Liabilities with respect to the employment or termination of employment of all Parent Employees, Former Parent Employees and 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 Parent Entity or in any other employment, non-employment, or retainer arrangement, or relationship with any Parent Entity), in each case to the extent arising in connection with or as a result of employment with or the performance of services to any Parent Entity, and (iii) any other Liabilities expressly assigned to Parent under this Agreement. All assets held in trust to fund the Parent Benefit Plans and all insurance policies funding the Parent Benefit Plans shall be Parent Assets (as defined in the Separation and Distribution Agreement), except to the extent specifically provided otherwise in this Agreement.

Appears in 5 contracts

Samples: Employee Benefits Agreement (Piper Jaffray Companies), Employee Benefits Agreement (Piper Jaffray Companies), Employee Benefits Agreement (Piper Jaffray Companies)

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