Common use of Assumption and Retention of Liabilities Clause in Contracts

Assumption and Retention of Liabilities. (a) Dover and Xxxxxxx intend that all employment, compensation and employee benefits-related Liabilities associated with Xxxxxxx Participants are to be assumed by Xxxxxxx or another member of the Xxxxxxx Group, except as specifically set forth herein. Except as expressly provided in this Agreement, as of the Effective Time, Xxxxxxx or another member of the Xxxxxxx Group hereby retains or assumes and agrees to pay, perform, fulfill, and discharge the following Liabilities, in all events whether arising prior to, on or following the Effective Time: (i) all Liabilities arising under or related to Xxxxxxx Plans, (ii) all employment, compensation, employee benefits or service-related Liabilities with respect to (A) all Xxxxxxx Participants, and (B) 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 or in any other employment or similar relationship primarily connected to a member of the Xxxxxxx Group, (iii) all Liabilities retained or assumed by Xxxxxxx or a member of the Xxxxxxx Group pursuant to the terms of the Local Agreements and (iv) all Liabilities expressly transferred to a member of the Xxxxxxx Group under this Agreement.

Assumption and Retention of Liabilities. (a) Dover and Xxxxxxx intend that all employment, compensation and employee benefits-related Liabilities associated with Xxxxxxx Participants are to be assumed by Xxxxxxx or another member of the Xxxxxxx Group, except as specifically set forth herein. Except as expressly provided in this Agreement, as of the Effective Time, Xxxxxxx or another member of the Xxxxxxx Group hereby retains or assumes and agrees to pay, perform, fulfill, and discharge the following Liabilities, in all events whether arising prior to, on or following the Effective Time: (i) all Liabilities arising under or related to Xxxxxxx Plans, (ii) all employment, compensation, employee benefits employment or service-related Liabilities with respect to (A) all Xxxxxxx Participants, Participants as of the Effective Time and (B) 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 or in any other employment or similar relationship primarily connected to a member of the Xxxxxxx Group, (iii) all Liabilities retained or assumed by Xxxxxxx or a member of the Xxxxxxx Group pursuant to the terms of the Local Agreements and (iv) all Liabilities expressly transferred to a member of the Xxxxxxx Group under this Agreement.