Common use of Workers’ Compensation Liabilities Clause in Contracts

Workers’ Compensation Liabilities. All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees or Former Cyclerion Employees that result from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, on or before the Distribution Effective Time and while such individual was employed by Ironwood or an Ironwood Group member shall be retained by Ironwood. Any workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees or Former Cyclerion Employees that result from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, following the Distribution Effective Time shall be assumed by Cyclerion; provided, however, that to the extent such a Liability is covered under a workers compensation insurance policy of Ironwood or an Ironwood Group member regardless of when the Liability arises, and such Liability is not covered under a workers compensation insurance policy of Cyclerion or a Cyclerion Group member, such Liability shall be retained by Ironwood or an Ironwood Group member to the extent of such coverage; and provided further, however, that to the extent that Ironwood or an Ironwood Group member, as applicable, receives prior to the Distribution Effective Time an invoice for a covered expense with respect to such Liability, Ironwood shall be responsible for paying such invoice and Cyclerion shall reimburse Ironwood for any amount paid by Ironwood. Notwithstanding the foregoing, Cyclerion shall assume worker’s compensation Liabilities to the extent they are imposed on Cyclerion under applicable Law or where the injury or illness related to the Liability is aggravated or subject to further injury after the Distribution Effective Time. A Liability which must be paid due to the existence of a deductible shall not be deemed to be covered by a workers compensation insurance policy for purposes of this Section 4.4. Subject to the foregoing, Cyclerion and each Cyclerion Group member shall also be solely responsible for all workers’ compensation Liabilities relating to, arising out of, or resulting from any claim incurred for a compensable injury sustained by a Cyclerion Employee that results from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, after the Distribution Effective Time. Ironwood, each Ironwood Group member, Cyclerion and each Cyclerion Group member shall cooperate with respect to processing of claims, any notification to appropriate governmental agencies of the disposition and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

Workers’ Compensation Liabilities. All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees a RemainCo Employee, Former RemainCo Employee or Former Cyclerion Employees Shared Employee that result results from an accident occurring, or from an occupational disease which is incurred or becomes manifestmanifest (collectively, “Workers’ Comp Liabilities”) before, as of or after the case may beEffective Time, on or before the Distribution Effective Time and while such individual was employed by Ironwood or an Ironwood Group member shall be retained by Ironwoodand be obligations of RemainCo or its insurers. Any workersAll Workers’ compensation Comp Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees a SpinCo Employee or Former Cyclerion Employees SpinCo Employee that result from arises or manifests prior to the date on which such SpinCo Employee or Former SpinCo Employee was covered by an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, following the Distribution Effective Time applicable workers’ compensation insurance program maintained by a SpinCo Entity shall be assumed by Cyclerion; obligations of RemainCo and its insurers, provided, however, that SpinCo shall indemnify RemainCo in accordance with Article X with respect to the extent such a (A) any Workers’ Comp Liability is covered under a workers compensation insurance policy of Ironwood actually incurred by any RemainCo Entity with respect to (i) any SpinCo Employee or an Ironwood Group member regardless of when the Liability arises, and such Liability is not covered under a workers compensation insurance policy of Cyclerion (ii) any Former SpinCo Employee who terminated employment or a Cyclerion Group member, such Liability shall be retained by Ironwood or an Ironwood Group member to the extent of such coverage; and provided further, however, that to the extent that Ironwood or an Ironwood Group member, as applicable, receives service prior to the Distribution Effective Time an invoice for a covered expense Date; and (B) SpinCo’s Allocable Portion of any Workers’ Comp Liability actually incurred by any RemainCo Entity with respect to such Liability, Ironwood shall be responsible for paying such invoice and Cyclerion shall reimburse Ironwood for any amount paid by IronwoodFormer Shared Employee. Notwithstanding the foregoing, Cyclerion shall assume worker’s compensation Liabilities to the extent they are imposed on Cyclerion under applicable Law or where the injury or illness related to the Liability is aggravated or subject to further injury after the Distribution Effective Time. A Liability which must be paid due to the existence of a deductible shall not be deemed to be covered by a workers compensation insurance policy for purposes of this Section 4.4. Subject to the foregoing, Cyclerion and each Cyclerion Group member shall also be solely responsible for all workersAll Workers’ compensation Comp Liabilities relating to, arising out of, or resulting from any claim incurred for by a SpinCo Employee or Former SpinCo Employee that arises or manifests on or after the date on which such SpinCo Employee or Former SpinCo Employee was covered under a workers’ compensation insurance program maintained by a SpinCo Entity shall be obligations of SpinCo and its insurers. For purposes of this Agreement, a compensable injury giving rise to a Workers’ Comp Liability shall be deemed to be sustained by a Cyclerion Employee upon the occurrence of the event giving rise to eligibility for workers’ compensation benefits or at the time that results from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, after the Distribution Effective Time. Ironwood, each Ironwood Group member, Cyclerion Each RemainCo Entity and each Cyclerion Group member SpinCo Entity shall cooperate with respect to processing of claims, any notification to appropriate governmental agencies Governmental Authorities of the disposition effective time and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

Workers’ Compensation Liabilities. All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees an Inland American Employee or Former Cyclerion Employees Inland American Employee that result results from an accident occurring, or from an occupational disease which is incurred or becomes manifestmanifest (collectively, “Workers’ Comp Liabilities”) before, as of or after the case may beEffective Time, on or before the Distribution Effective Time and while such individual was employed by Ironwood or an Ironwood Group member shall be retained by Ironwoodand be obligations of Inland American or its insurers. Any workersAll Workers’ compensation Comp Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees a Xenia Employee or Former Cyclerion Employees Xenia Employee that result from arises or manifests prior to the date on which such Xenia Employee or Former Xenia Employee was covered by an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, following the Distribution Effective Time applicable workers’ compensation insurance program maintained by a Xenia Entity shall be assumed by Cyclerion; providedobligations of Inland American and its insurers, however, provided that to the extent such a Liability is covered under a workers compensation insurance policy of Ironwood or an Ironwood Group member regardless of when the Liability arises, and such Liability is not covered under a workers compensation insurance policy of Cyclerion or a Cyclerion Group member, such Liability Xenia shall be retained by Ironwood or an Ironwood Group member reimburse Inland American to the extent of any such coverage; and provided further, however, that to the extent that Ironwood or Workers’ Comp Liability actually incurred by an Ironwood Group member, as applicable, receives prior to the Distribution Effective Time an invoice for a covered expense with respect to such Liability, Ironwood shall be responsible for paying such invoice and Cyclerion shall reimburse Ironwood for any amount paid by IronwoodInland American Entity. Notwithstanding the foregoing, Cyclerion shall assume worker’s compensation Liabilities to the extent they are imposed on Cyclerion under applicable Law or where the injury or illness related to the Liability is aggravated or subject to further injury after the Distribution Effective Time. A Liability which must be paid due to the existence of a deductible shall not be deemed to be covered by a workers compensation insurance policy for purposes of this Section 4.4. Subject to the foregoing, Cyclerion and each Cyclerion Group member shall also be solely responsible for all workersAll Workers’ compensation Comp Liabilities relating to, arising out of, or resulting from any claim incurred for by a Xenia Employee or Former Xenia Employee that arises or manifests on or after the date on which such Xenia Employee or Former Xenia Employee was covered under a workers’ compensation insurance program maintained by a Xenia Entity shall be obligations of Xenia and its insurers. For purposes of this Agreement, a compensable injury giving rise to a Workers’ Comp Liability shall be deemed to be sustained by a Cyclerion Employee upon the occurrence of the event giving rise to eligibility for workers’ compensation benefits or at the time that results from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, after the Distribution Effective Time. Ironwood, each Ironwood Group member, Cyclerion Each Inland American Entity and each Cyclerion Group member Xenia Entity shall cooperate with respect to processing of claims, any notification to appropriate governmental agencies Governmental Authorities of the disposition effective time and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

Workers’ Compensation Liabilities. All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees or Former Cyclerion Xxxxx Employees that result from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, on or before the Distribution Effective Time and while such individual was employed by Ironwood Alkermes or an Ironwood Alkermes Group member shall be retained by IronwoodAlkermes. Any workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees or Former Cyclerion Mural Employees that result from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, following the Distribution Effective Time shall be assumed by CyclerionMural; provided, however, that to the extent such a Liability is covered under a workers compensation insurance policy of Ironwood Alkermes or an Ironwood Alkermes Group member regardless of when the Liability arises, and such Liability is not covered under a workers compensation insurance policy of Cyclerion Mural or a Cyclerion Mural Group member, such Liability shall be retained by Ironwood Alkermes or an Ironwood Alkermes Group member to the extent of such coverage; and provided further, however, that to the extent that Ironwood Alkermes or an Ironwood Alkermes Group member, as applicable, receives prior to the Distribution Effective Time an invoice for a covered expense with respect to such Liability, Ironwood Alkermes shall be responsible for paying such invoice and Cyclerion Mural shall reimburse Ironwood Alkermes for any amount paid by IronwoodAlkermes. Notwithstanding the foregoing, Cyclerion Xxxxx shall assume worker’s compensation Liabilities to the extent they are imposed on Cyclerion Mural under applicable Law or where the injury or illness related to the Liability is aggravated or subject to further injury after the Distribution Effective Time. A Liability which must be paid due to the existence of a deductible shall not be deemed to be covered by a workers compensation insurance policy for purposes of this Section 4.4. Subject to the foregoing, Cyclerion Mural and each Cyclerion Mural Group member shall also be solely responsible for all workers’ compensation Liabilities relating to, arising out of, or resulting from any claim incurred for a compensable injury sustained by a Cyclerion Mural Employee that results from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, after the Distribution Effective Time. IronwoodAlkermes, each Ironwood Alkermes Group member, Cyclerion Mural and each Cyclerion Mural Group member shall cooperate with respect to processing of claims, any notification to appropriate governmental agencies of the disposition and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

Workers’ Compensation Liabilities. All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees an Integra Employee or Former Cyclerion Employees Integra Employee that result results from an accident occurring, or from an occupational disease which is incurred or becomes manifestmanifest (collectively, “Workers’ Comp Liabilities”) before, as the case may be, on of or before after the Distribution Effective Time and while such individual was employed by Ironwood or an Ironwood Group member Time, shall be retained by Ironwoodand be obligations of Integra or its insurers. Any workersAll Workers’ compensation Comp Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees a SeaSpine Employee or Former Cyclerion Employees SeaSpine Employee that result from arises or manifests prior to the date on which such SeaSpine Employee or Former SeaSpine Employee was covered by an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, following the Distribution Effective Time applicable workers’ compensation insurance program maintained by a SeaSpine Entity shall be assumed by Cyclerion; providedobligations of Integra and its insurers, however, provided that to the extent such a Liability is covered under a workers compensation insurance policy of Ironwood or an Ironwood Group member regardless of when the Liability arises, and such Liability is not covered under a workers compensation insurance policy of Cyclerion or a Cyclerion Group member, such Liability SeaSpine shall be retained by Ironwood or an Ironwood Group member reimburse Integra to the extent of any such coverage; and provided further, however, that to the extent that Ironwood or Workers’ Comp Liability actually incurred by an Ironwood Group member, as applicable, receives prior to the Distribution Effective Time an invoice for a covered expense with respect to such Liability, Ironwood shall be responsible for paying such invoice and Cyclerion shall reimburse Ironwood for any amount paid by IronwoodIntegra Entity. Notwithstanding the foregoing, Cyclerion shall assume worker’s compensation Liabilities to the extent they are imposed on Cyclerion under applicable Law or where the injury or illness related to the Liability is aggravated or subject to further injury after the Distribution Effective Time. A Liability which must be paid due to the existence of a deductible shall not be deemed to be covered by a workers compensation insurance policy for purposes of this Section 4.4. Subject to the foregoing, Cyclerion and each Cyclerion Group member shall also be solely responsible for all workersAll Workers’ compensation Comp Liabilities relating to, arising out of, or resulting from any claim incurred for by a SeaSpine Employee or Former SeaSpine Employee that arises or manifests on or after the date on which such SeaSpine Employee or Former SeaSpine Employee was covered under a workers’ compensation insurance program maintained by a SeaSpine Entity shall be obligations of SeaSpine and its insurers. For purposes of this Agreement, a compensable injury giving rise to a Workers’ Comp Liability shall be deemed to be sustained by a Cyclerion Employee upon the occurrence of the event giving rise to eligibility for workers’ compensation benefits or at the time that results from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, after the Distribution Effective Time. Ironwood, each Ironwood Group member, Cyclerion Each Integra Entity and each Cyclerion Group member SeaSpine Entity shall cooperate with respect to processing of claims, any notification to appropriate governmental agencies Governmental Authorities of the disposition Distribution Time and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

Workers’ Compensation Liabilities. Effective as of no later than the Insurance Termination Time, the Corebridge Group shall adopt workers’ compensation policies (the time such policies become effective, the “WC Effective Time”). All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees a Corebridge Group Employee or Former Cyclerion Employees Corebridge Group Employee that result results from an accident occurring, or from an occupational disease which is incurred or becomes manifest, as prior to the case may be, on or before the Distribution WC Effective Time and while such individual was employed by Ironwood or an Ironwood Group member shall be retained by Ironwoodthe AIG Group, subject to the reimbursement obligation set forth herein. Any All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees a Corebridge Group Employee or Former Cyclerion Employees Corebridge Group Employee that result results from an accident occurring, or from an occupational disease which is becomes manifest, on or after the WC Effective Time shall be assumed and/or retained by the Corebridge Group. Notwithstanding the foregoing, in respect of periods prior to the WC Effective Time, the Corebridge Group shall continue to reimburse the AIG Group for all workers’ compensation claims costs, including but not limited to, all medical expenses, indemnity payments, defense costs, state Taxes, third party administrator claim fees and other related expenses incurred to manage the claim to resolution, incurred by the AIG Group in respect of the Corebridge Group Employees and Former Corebridge Group Employees. For purposes of this Agreement, a compensable injury shall be deemed to be sustained upon the occurrence of the event giving rise to eligibility for workers’ compensation benefits or at the time that an occupational disease becomes manifest, as the case may be, following the Distribution Effective Time shall be assumed by Cyclerion; provided, however, that to the extent such a Liability is covered under a workers compensation insurance policy of Ironwood or an Ironwood . The AIG Group member regardless of when the Liability arises, and such Liability is not covered under a workers compensation insurance policy of Cyclerion or a Cyclerion Corebridge Group member, such Liability shall be retained by Ironwood or an Ironwood Group member to the extent of such coverage; and provided further, however, that to the extent that Ironwood or an Ironwood Group member, as applicable, receives prior to the Distribution Effective Time an invoice for a covered expense with respect to such Liability, Ironwood shall be responsible for paying such invoice and Cyclerion shall reimburse Ironwood for any amount paid by Ironwood. Notwithstanding the foregoing, Cyclerion shall assume worker’s compensation Liabilities to the extent they are imposed on Cyclerion under applicable Law or where the injury or illness related to the Liability is aggravated or subject to further injury after the Distribution Effective Time. A Liability which must be paid due to the existence of a deductible shall not be deemed to be covered by a workers compensation insurance policy for purposes of this Section 4.4. Subject to the foregoing, Cyclerion and each Cyclerion Group member shall also be solely responsible for all workers’ compensation Liabilities relating to, arising out of, or resulting from any claim incurred for a compensable injury sustained by a Cyclerion Employee that results from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, after the Distribution Effective Time. Ironwood, each Ironwood Group member, Cyclerion and each Cyclerion Group member shall cooperate with respect to processing of claims, any notification to appropriate governmental agencies of the disposition WC Effective Time and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts. The treatment of workers’ compensation claims shall be governed by Section 8.6 of the Separation Agreement (Insurance Matters), including Section 8.6(c). The Corebridge Group shall promptly notify the AIG Group about any workers’ compensation claims involving a Corebridge Group Employee or Former Corebridge Group Employee with respect to events occurring prior to the WC Effective Time and designate a Corebridge Group Employee to coordinate with AIG to ensure Corebridge satisfies it obligations related to insurance matters.

Workers’ Compensation Liabilities. All workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees or Former Cyclerion Employees that result from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, on or before the Distribution Effective Time and while such individual was employed by Ironwood or an Ironwood Group member shall be retained by Ironwood. Any workers’ compensation Liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees or Former Cyclerion Employees that result from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, following the Distribution Effective Time shall be assumed by Cyclerion; provided, however, that to the extent such a Liability is covered under a workers compensation insurance policy of Ironwood or an Ironwood Group member regardless of when the Liability arises, and FOIA Confidential Treatment Requested by Cyclerion Therapeutics, Inc. Pursuant to 17 CFR 200.83 such Liability is not covered under a workers compensation insurance policy of Cyclerion or a Cyclerion Group member, such Liability shall be retained by Ironwood or an Ironwood Group member to the extent of such coverage; and provided further, however, that to the extent that Ironwood or an Ironwood Group member, as applicable, receives prior to the Distribution Effective Time an invoice for a covered expense with respect to such Liability, Ironwood shall be responsible for paying such invoice and Cyclerion shall reimburse Ironwood for any amount paid by Ironwood. Notwithstanding the foregoing, Cyclerion shall assume worker’s compensation Liabilities to the extent they are imposed on Cyclerion under applicable Law or where the injury or illness related to the Liability is aggravated or subject to further injury after the Distribution Effective Time. A Liability which must be paid due to the existence of a deductible shall not be deemed to be covered by a workers compensation insurance policy for purposes of this Section 4.4. Subject to the foregoing, Cyclerion and each Cyclerion Group member shall also be solely responsible for all workers’ compensation Liabilities relating to, arising out of, or resulting from any claim incurred for a compensable injury sustained by a Cyclerion Employee that results from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, after the Distribution Effective Time. Ironwood, each Ironwood Group member, Cyclerion and each Cyclerion Group member shall cooperate with respect to processing of claims, any notification to appropriate governmental agencies of the disposition and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts.

Workers’ Compensation Liabilities. Effective as of no later than the Insurance Termination Time, the Corebridge Group shall adopt workers’ compensation policies (the time such policies become effective, the “WC Effective Time”). All workers’ compensation Liabilities liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees a Corebridge Group Employee or Former Cyclerion Employees Corebridge Group Employee that result results from an accident occurring, or from an occupational disease which is incurred or becomes manifest, as prior to the case may be, on or before the Distribution WC Effective Time and while such individual was employed by Ironwood or an Ironwood Group member shall be retained by Ironwoodthe AIG Group, subject to the reimbursement obligation set forth herein. Any All workers’ compensation Liabilities liabilities relating to, arising out of, or resulting from any claim by Cyclerion Employees a Corebridge Group Employee or Former Cyclerion Employees Corebridge Group Employee that result results from an accident occurring, or from an occupational disease which is becomes manifest, on or after the WC Effective Time shall be assumed and/or retained by the Corebridge Group. Notwithstanding the foregoing, in respect of periods prior to the WC Effective Time, the Corebridge Group shall continue to reimburse the AIG Group for all workers’ compensation claims costs, including but not limited to, all medical expenses, indemnity payments, defense costs, state taxes, third party administrator claim fees and other related expenses incurred to manage the claim to resolution, incurred by the AIG Group in respect of the Corebridge Group Employees and Former Corebridge Group Employees. For purposes of this Agreement, a compensable injury shall be deemed to be sustained upon the occurrence of the event giving rise to eligibility for workers’ compensation benefits or at the time that an occupational disease becomes manifest, as the case may be, following the Distribution Effective Time shall be assumed by Cyclerion; provided, however, that to the extent such a Liability is covered under a workers compensation insurance policy of Ironwood or an Ironwood . The AIG Group member regardless of when the Liability arises, and such Liability is not covered under a workers compensation insurance policy of Cyclerion or a Cyclerion Corebridge Group member, such Liability shall be retained by Ironwood or an Ironwood Group member to the extent of such coverage; and provided further, however, that to the extent that Ironwood or an Ironwood Group member, as applicable, receives prior to the Distribution Effective Time an invoice for a covered expense with respect to such Liability, Ironwood shall be responsible for paying such invoice and Cyclerion shall reimburse Ironwood for any amount paid by Ironwood. Notwithstanding the foregoing, Cyclerion shall assume worker’s compensation Liabilities to the extent they are imposed on Cyclerion under applicable Law or where the injury or illness related to the Liability is aggravated or subject to further injury after the Distribution Effective Time. A Liability which must be paid due to the existence of a deductible shall not be deemed to be covered by a workers compensation insurance policy for purposes of this Section 4.4. Subject to the foregoing, Cyclerion and each Cyclerion Group member shall also be solely responsible for all workers’ compensation Liabilities relating to, arising out of, or resulting from any claim incurred for a compensable injury sustained by a Cyclerion Employee that results from an accident or from an occupational disease which is incurred or becomes manifest, as the case may be, after the Distribution Effective Time. Ironwood, each Ironwood Group member, Cyclerion and each Cyclerion Group member shall cooperate with respect to processing of claims, any notification to appropriate governmental agencies of the disposition WC Effective Time and the issuance of new, or the transfer of existing, workers’ compensation insurance policies and claims handling contracts. The treatment of workers’ compensation claims shall be governed by Section 8.6 of the Separation Agreement (Insurance Matters), including Section 8.6(c). The Corebridge Group shall promptly notify the AIG Group about any workers’ compensation claims involving a Corebridge Group Employee or Former Corebridge Group Employee with respect to events occurring prior to the WC Effective Time and designate a Corebridge Group Employee to coordinate with AIG to ensure Corebridge satisfies it obligations related to insurance matters.