Common use of Employee Liabilities Generally Clause in Contracts

Employee Liabilities Generally. (a) From and after the Distribution Time, SWBI or a member of the SWBI Group hereby assumes or retains, and shall be responsible for paying, performing, fulfilling, and discharging in accordance with their respective terms, (i) all Liabilities or obligations expressly assigned to or assumed by a member of the SWBI Group under this Agreement; and (ii) except as otherwise expressly provided for herein or in the Separation and Distribution Agreement, all Liabilities with respect to the employment (including the termination thereof), compensation, and employee benefits of all (x) SWBI Employees, (y) SWBI Former Employees, and (z) all independent contractors, temporary employees, consultants, freelancers, agency employees, leased employees, or other non-payroll workers allocated to the Firearm Business, in each case, and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred. Such Liabilities are assumed or retained regardless of when such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Time, regardless of where or against whom such Liabilities are asserted or determined and include, without limitation, (1) wages, salaries, incentive compensation, commissions, and bonuses, (2) any and all Liabilities with respect to Employment Claims made by or with respect to SWBI Employees or SWBI Former Employees or in connection with any SWBI Plan, and (3) all service-related Liabilities to any individual who is or was an independent contractor, temporary employee, consultant, freelancer, agency employee, leased employee, or other non-payroll worker connected to the Firearm Business. All Liabilities assumed or retained by a member of the SWBI Group under this Section 2.3(a) shall be “SWBI Liabilities” for purposes of the Separation and Distribution Agreement. (b) From and after the Distribution Time, AOUT or a member of the AOUT Group hereby assumes or retains, and shall be responsible for paying, performing, fulfilling, and discharging in accordance with their respective terms, (i) all Liabilities or obligations expressly assigned to or assumed by a member of the AOUT Group under this Agreement; and (ii) except as otherwise expressly provided for herein or in the Separation and Distribution Agreement, all Liabilities with respect to the employment (including the termination thereof), compensation, and employee benefits of all (x) AOUT Employees, (y) AOUT Former Employees, and (z) all independent contractors, temporary employees, consultants, freelancers, agency employees, leased employees, or other non-payroll workers allocated to the Outdoor Products and Accessories Business, in each case, and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred. Such Liabilities are assumed or retained regardless of when such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Time, regardless of where or against whom such Liabilities are asserted or determined and include, without limitation, (1) wages, salaries, incentive compensation, commissions, and bonuses, (2) any and all Liabilities with respect to Employment Claims made by or with respect to AOUT Employees or AOUT Former Employees or in connection with any AOUT Plan, and (3) all service-related Liabilities to any individual who is or was an independent contractor, temporary employee, consultant, freelancer, agency employee, leased employee, or other non-payroll worker connected to the Outdoor Products and Accessories Business. All Liabilities assumed or retained by a member of the AOUT Group under this Section 2.3(b) shall be “AOUT Liabilities” for purposes of the Separation and Distribution Agreement.

Employee Liabilities Generally. (a) From and after the Distribution Effective Time, SWBI RemainCo or a member of the SWBI RemainCo Group hereby assumes or retains, and shall be responsible for paying, performing, fulfilling, fulfilling and discharging in accordance with their respective terms, (i) all Liabilities or obligations expressly assigned to or assumed by a member of the SWBI RemainCo Group under this Agreement; and (ii) except as otherwise expressly provided for herein or in the Separation and Distribution Agreement, all Liabilities with respect to the employment, service, termination of employment (including the or termination thereofof service of all RemainCo Employees, independent contractors allocated to RemainCo pursuant to Section 2.01(a), compensation, and employee benefits of all (x) SWBI Employees, (y) SWBI Former Employees, and (z) all independent contractors, temporary employees, consultants, freelancers, agency employees, leased employees, or other non-payroll workers allocated to the Firearm Business, in each case, Employees and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred. Such Liabilities are assumed or retained regardless of when such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Time, regardless of where or against whom such Liabilities are asserted or determined and include, without limitation, (1) wages, salaries, incentive compensation, commissions, and bonuses, (2) any and all Liabilities with respect to Employment Claims made by or with respect to SWBI Employees or SWBI Former Employees or in connection with any SWBI Plan, and (3) all service-related Liabilities to any individual who is or was an independent contractor, temporary employee, consultant, freelancer, agency employee, leased employee, or other non-payroll worker connected to the Firearm Business. All Liabilities assumed or retained by a member of the SWBI RemainCo Group under this Section 2.3(a2.02(a) shall be “SWBI RemainCo Liabilities” for purposes of the Separation and Distribution Agreement. (b) From and after the Distribution Effective Time, AOUT SpinCo or a member of the AOUT SpinCo Group hereby assumes or retains, and shall be responsible for paying, performing, fulfilling, fulfilling and discharging in accordance with their respective terms, (i) all Liabilities or obligations expressly assigned to or assumed by a member of the AOUT SpinCo Group under this Agreement; and (ii) except as otherwise expressly provided for herein or in the Separation and Distribution Agreement, all Liabilities with respect to the employment, service, termination of employment (including the or termination thereof), compensation, and employee benefits of service of all (x) AOUT Employees, (y) AOUT Former Employees, SpinCo Employees and (z) all independent contractors, temporary employees, consultants, freelancers, agency employees, leased employees, or other non-payroll workers contractors allocated to the Outdoor Products and Accessories Business, in each case, SpinCo pursuant to Section 2.01(a) and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred. Such Liabilities are assumed or retained regardless of when such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Time, regardless of where or against whom such Liabilities are asserted or determined and include, without limitation, (1) wages, salaries, incentive compensation, commissions, and bonuses, (2) any and all Liabilities with respect to Employment Claims made by or with respect to AOUT Employees or AOUT Former Employees or in connection with any AOUT Plan, and (3) all service-related Liabilities to any individual who is or was an independent contractor, temporary employee, consultant, freelancer, agency employee, leased employee, or other non-payroll worker connected to the Outdoor Products and Accessories Business. All Liabilities assumed or retained by a member of the AOUT SpinCo Group under this Section 2.3(b2.02(b) shall be “AOUT SpinCo Liabilities” for purposes of the Separation and Distribution Agreement.

Employee Liabilities Generally. (a) From and after the Distribution Effective Time, SWBI RemainCo or a member of the SWBI RemainCo Group hereby assumes or retains, and shall be responsible for paying, performing, fulfilling, fulfilling and discharging in accordance with their respective termsdischarging, (i) all Liabilities or obligations expressly assigned to or assumed by a member of the SWBI RemainCo Group under this Agreement; and (ii) except as otherwise expressly provided for herein or in the Separation and Distribution Agreement, all Liabilities with respect to the employment, service, termination of employment (including the or termination thereof), compensation, and employee benefits of service of all (x) SWBI RemainCo Employees, (y) SWBI Former Employees, and (z) all independent contractors, temporary employees, consultants, freelancers, agency employees, leased employees, or other non-payroll workers contractors allocated to the Firearm RemainCo Business, in each caseFormer Employees whose employment duties were primarily related to the RemainCo Business at the time the action underlying the Liability occurred, and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred. Such Liabilities are assumed or retained regardless of when such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Time, regardless of where or against whom such Liabilities are asserted or determined and include, without limitation, (1) wages, salaries, incentive compensation, commissions, and bonuses, (2) any and all Liabilities with respect to Employment Claims made by or with respect to SWBI Employees or SWBI Former Employees or in connection with any SWBI Plan, and (3) all service-related Liabilities to any individual who is or was an independent contractor, temporary employee, consultant, freelancer, agency employee, leased employee, or other non-payroll worker connected to the Firearm Business. All Liabilities assumed or retained by a member of the SWBI RemainCo Group under this Section 2.3(a2.02(a) shall be “SWBI RemainCo Liabilities” for purposes of the Separation and Distribution Agreement. (b) From and after the Distribution Effective Time, AOUT SpinCo or a member of the AOUT SpinCo Group hereby assumes or retains, and shall be responsible for paying, performing, fulfilling, fulfilling and discharging in accordance with their respective terms, (i) all Liabilities or obligations expressly assigned to or assumed by a member of the AOUT SpinCo Group under this Agreement; and (ii) except as otherwise expressly provided for herein or in the Separation and Distribution Agreement, all Liabilities with respect to the employment, service, termination of employment (including the or termination thereof), compensation, and employee benefits of service of all (x) AOUT SpinCo Employees, (y) AOUT Former Employees, and (z) all independent contractors, temporary employees, consultants, freelancers, agency employees, leased employees, or other non-payroll workers contractors allocated to the Outdoor Products and Accessories SpinCo Business, in each caseFormer Employees whose employment duties were primarily related to the SpinCo Business at the time the action underlying the Liability occurred, and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred. Such Liabilities are assumed or retained regardless of when such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Time, regardless of where or against whom such Liabilities are asserted or determined and include, without limitation, (1) wages, salaries, incentive compensation, commissions, and bonuses, (2) any and all Liabilities with respect to Employment Claims made by or with respect to AOUT Employees or AOUT Former Employees or in connection with any AOUT Plan, and (3) all service-related Liabilities to any individual who is or was an independent contractor, temporary employee, consultant, freelancer, agency employee, leased employee, or other non-payroll worker connected to the Outdoor Products and Accessories Business. All Liabilities assumed or retained by a member of the AOUT SpinCo Group under this Section 2.3(b2.02(b) shall be “AOUT SpinCo Liabilities” for purposes of the Separation and Distribution Agreement.

Employee Liabilities Generally. (a) From and after Except as provided in this Agreement, the Distribution Time, SWBI or a member of the SWBI SVM Group hereby assumes or retains, and shall be responsible for payingthe Liabilities arising in connection with the employment by the SVM Group or the TG Group of the ServiceMaster Employees before, performingon and after the completion of the Business Separation and, fulfillingas of the completion of the Business Separation, the SVM Group shall assume and discharging agree to pay, perform, fulfill and discharge, in accordance with their respective terms, (i) terms all Liabilities or obligations expressly assigned to or assumed by a member of the SWBI Group under such Liabilities. Except as provided in this Agreement; and (ii) except as otherwise expressly provided for herein or in , the Separation and Distribution Agreement, all Liabilities with respect to the employment (including the termination thereof), compensation, and employee benefits of all (x) SWBI Employees, (y) SWBI Former Employees, and (z) all independent contractors, temporary employees, consultants, freelancers, agency employees, leased employees, or other non-payroll workers allocated to the Firearm Business, in each case, and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred. Such Liabilities are assumed or retained regardless of when such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Time, regardless of where or against whom such Liabilities are asserted or determined and include, without limitation, (1) wages, salaries, incentive compensation, commissions, and bonuses, (2) any and all Liabilities with respect to Employment Claims made by or with respect to SWBI Employees or SWBI Former Employees or in connection with any SWBI Plan, and (3) all service-related Liabilities to any individual who is or was an independent contractor, temporary employee, consultant, freelancer, agency employee, leased employee, or other non-payroll worker connected to the Firearm Business. All Liabilities assumed or retained by a member of the SWBI TG Group under this Section 2.3(a) shall be “SWBI Liabilities” for purposes of the Separation and Distribution Agreement. (b) From and after the Distribution Time, AOUT or a member of the AOUT Group hereby assumes or retains, and shall be responsible for payingthe Liabilities arising in connection with the employment by the SVM Group or the TG Group of the TruGreen Employees before, performingon and after the completion of the Business Separation and, fulfillingas of the completion of the TG Operating Entities Contribution, TruGreen and discharging Controlled shall assume and agree to pay, perform, fulfill and discharge, in accordance with their respective termsterms all such Liabilities. Notwithstanding the foregoing, to the extent that (i) all Liabilities any benefit is provided to any Combined Group Employee under or obligations expressly assigned through an employee benefit plan intended to or assumed by a member be qualified under Section 401(a) of the AOUT Code, the Liabilities for such benefits shall first be payable from such plan and, to the extent the assets of such plan or any underlying trust or other funding vehicle are not sufficient to satisfy such Liabilities, as determined in accordance with applicable law; (ii) subject to Article VI, compensation is payable to any such Combined Group Employee in the form of an equity interest in the common stock of Holdings (and not under an employee benefit plan described in subclause (i)), such compensation shall be provided by Holdings; (iii) subject to Article VI, compensation is payable to any such Combined Group Employee in the form of an equity interest in the common stock of Controlled (and not under an employee benefit plan described in subclause (i)), such compensation shall be provided by Controlled; (iv) any liability is listed on Schedule B, the SVM Group shall be responsible for such Liabilities; and (v) any benefit or compensation (including any benefit or compensation otherwise described in either subclause (i), (ii) or (iii)) payable to, or any other Liability in respect of, any such Combined Group Employee that is expressly allocated to a Party pursuant to the terms of this Agreement, such specific allocation shall control. Except to the extent otherwise expressly provided under this Agreement; and (ii) except as otherwise expressly provided for herein or in , neither the Business Separation and nor the Distribution Agreement, all will affect the allocation of any Liabilities with respect to any Combined Group Employee by and between the employment (including the termination thereof), compensation, and employee benefits of all (x) AOUT Employees, (y) AOUT Former Employees, and (z) all independent contractors, temporary employees, consultants, freelancers, agency employees, leased employees, or other non-payroll workers allocated to the Outdoor Products and Accessories Business, in each case, and their respective dependents and beneficiaries (and any alternate payees in respect thereof), whenever incurred. Such Liabilities are assumed or retained regardless of when such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Distribution Time, regardless of where or against whom such Liabilities are asserted or determined and include, without limitation, (1) wages, salaries, incentive compensation, commissions, and bonuses, (2) any and all Liabilities with respect to Employment Claims made by or with respect to AOUT Employees or AOUT Former Employees or in connection with any AOUT Plan, and (3) all service-related Liabilities to any individual who is or was an independent contractor, temporary employee, consultant, freelancer, agency employee, leased employee, or other non-payroll worker connected to the Outdoor Products and Accessories Business. All Liabilities assumed or retained by a member of the AOUT Group under this Section 2.3(b) shall be “AOUT Liabilities” for purposes of the Separation and Distribution AgreementParties.