Assumption and Retention of Liabilities. Pinnacle and OpCo intend that all employment-related and, with respect to individual independent contractors or Directors, service-related Liabilities and rights associated with OpCo Participants are to be assumed by OpCo or an OpCo Group member, in each case, except as specifically set forth herein. Accordingly, as of the Time of Distribution, OpCo or another member of the OpCo Group hereby retains or assumes and agrees to pay, perform, fulfill, and discharge, except as expressly provided in this Agreement, (i) all Liabilities and rights arising under or related to the Pinnacle Plans and the OpCo Plans, (ii) all employment or service-related Liabilities (including Liabilities relating to terminations of employment or service and any deemed termination of employment or service) and rights with respect to (A) all OpCo Participants and (B) any individual who is, or was, an individual independent contractor, Director, 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 Pinnacle, any of its Subsidiaries, OpCo or an OpCo Group member, (iii) all Liabilities resulting from any failure of Pinnacle or a Pinnacle Group member to take any action required by this Agreement to be taken prior to the Time of Distribution, and (iv) any other Liabilities expressly transferred to OpCo or an OpCo Group member under this Agreement. In accordance with Section 7.2 hereof, OpCo shall indemnify and hold harmless Pinnacle and each Pinnacle Group member against any Liabilities or obligations allocated to, or retained or assumed by, OpCo or any member of the OpCo Group pursuant to this Agreement.
Assumption and Retention of Liabilities. Effective as of the Closing Date, the Company or one of its Post-Closing Subsidiaries shall assume and pay, perform and discharge (when due and payable) the Company Liabilities, and St. Xxxx shall retain and, pay, perform and discharge (when due and payable) the St. Xxxx Liabilities.
Assumption and Retention of Liabilities. (a) As of the Distribution Date, except as otherwise expressly provided for in this Agreement or any other agreement by and between the Parties, and/or their Affiliates, Vishay shall, or shall cause one or more other members of the Vishay Group to, retain and Vishay hereby agrees to pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities under all Vishay Benefit Plans with respect to the Vishay Employees; and (ii) any other Liabilities or obligations expressly assigned to Vishay or any other member of the Vishay Group under this Agreement.
Assumption and Retention of Liabilities. (a) From and after the Separation Time, except as otherwise expressly provided in this Agreement, a member of the Red Lion Group shall retain, assume, perform, discharge, fulfill when due, hold the Navy Group harmless from, and to the extent applicable, comply with all of the following, in accordance with their respective terms: (i) all Red Lion Employee Benefit Plans and all Liabilities under and in connection with all Red Lion Employee Benefit Plans, in each case, arising from any Action first asserted upon or after the Separation Time; (ii) all Liabilities arising from any Action first asserted upon or after the Separation Time with respect to the employment or other service or termination of employment or other service of all Continuing Employees who are not Delayed Transfer Service Providers; (iii) all Liabilities arising from any Action first asserted upon or after his or her Hire Date with respect to the employment or other service or termination of employment or other service of all Delayed Transfer Service Providers who become Continuing Employees; (iv) all Liabilities arising from any Action first asserted upon or after the Separation Time with respect to or in connection with the engagement or termination of services by Red Lion or a Red Lion Entity of any individual who is or was an independent contractor (including any temporary service worker, consultant, freelancer, on-call worker, incidental worker, worker providing services under a retainer agreement, or other non-payroll worker of Red Lion or any Red Lion Entity, who is not an employee of Red Lion or a Red Lion Entity under applicable Laws) (for the avoidance of doubt, no such individual under this clause (iv) shall be a “Red Lion Employee” under this Agreement); (v) all Red Lion Workers’ Compensation Claims; and (vi) any other Liabilities expressly assigned to the Red Lion 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 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. Recro and Baudax intend that employment-related Liabilities associated with Recro Participants are to be retained or assumed by Recro or a Recro Group member, and employment-related Liabilities associated with Baudax Participants are to be assumed by Baudax or a Baudax Group member, in each case, except as specifically set forth herein. Accordingly, as of the Distribution Effective Time:
Assumption and Retention of Liabilities. Ironwood and Cyclerion intend that employment-related Liabilities associated with Ironwood Participants are to be retained or assumed by Ironwood or an Ironwood Group member (other than, for the avoidance of doubt, a Cyclerion Group member), and employment-related Liabilities associated with Cyclerion Participants are to be assumed by Cyclerion or a Cyclerion Group member, in each case, except as specifically set forth herein. Accordingly, as of the Distribution Effective Time:
Assumption and Retention of Liabilities. Section 3.1
Assumption and Retention of Liabilities. (a) As of the Effective Time, except as otherwise expressly provided for in this Agreement or any other agreement by and between the Parties and/or their Affiliates, PNX shall, or shall cause one or more members of the PNX Group to, retain and PNX hereby agrees to pay, perform, fulfill and discharge, in due course in full: (i) all Liabilities under all PNX Benefit Plans; and (ii) any other Liabilities or obligations expressly assigned to PNX or any of its Affiliates under this Agreement.
Assumption and Retention of Liabilities. (a) Except as otherwise expressly provided herein, Geo Point Nevada shall assume and agree to pay, perform, fulfill and discharge, and Geo Point Utah shall have no responsibility for, (i) all Liabilities under any Employee Arrangements, (ii) all employment or service-related Liabilities with respect to (A) all Geo Point Nevada Employees (and their dependents and beneficiaries), (B) former Geo Point Nevada Employees (and their dependents and beneficiaries) whose last employment with Geo Point Utah related primarily to the Geo Point Nevada Business and (C) any individual who is, or was, an independent contractor, temporary employee, consultant, leased employee, or non-payroll worker or in any other employment relationship primarily connected to the Geo Point Nevada Business, in each case, for periods during which such individuals were employees of or primarily performed services for the Geo Point Nevada Business.
