forth below:
Definition
Location
"Adjusted HERC Holdings Option"
4.03(c)(i)
"Adjusted HERC Holdings Phantom Share"
4.03(d)(i)
"Adjusted HERC Holdings PSU"
4.03(b)(i)
"Adjusted HERC Holdings RSU"
4.03(a)(i)
"Agreement"
Preamble
"Estimated Pension Plan Transfer Amount"
7.01(a)(i)
"Final Pension Plan Transfer Amount"
7.01(a)(ii)
"Force Majeure"
13.02
"Former Employees"
3.02(d)
"Former HERC Holdings Employees"
3.02(b)
"Former New Hertz Holdings Corporate Office Employee"
12.07(b)
"Former New Hertz Holdings Employees"
3.02(c)
"Future HERC Holdings LTD Employee"
5.01(d)(iv)
"HERC Holdings"
Preamble
"HERC Holdings Collective Bargaining Agreements"
2.06
"HERC Holdings Insured STD Employee"
5.01(d)(i)
"HERC Holdings LTD Employee"
5.01(d)(iii)
"HERC Holdings Multiemployer Plans"
7.04(a)
"HERC Holdings Retained Savings Plan"
6.02
"HERC Holdings Retained Welfare Plans"
5.02
"HERC Holdings Self-Insured STD Employee"
5.01(d)(ii)
"HERC Holdings Spinoff Non-Qualified Pension Plan Participants"
8.02(a)
"HERC Holdings Spinoff Non-Qualified Pension Plans"
8.02(a)
"HERC Holdings Spinoff Pension Plan"
7.01
"HERC Holdings Spinoff Pension Plan Beneficiaries"
7.01
"HERC Holdings Spinoff Savings Plan"
6.01
"HERC Holdings Spinoff Savings Plan Beneficiaries"
6.01(a)
"HERC Holdings Spinoff SISP"
8.01(a)
"HERC Holdings Spinoff SISP Participant"
8.01(a)
"HERC Holdings Spinoff Welfare Participants"
5.01(a)
"HERC Holdings Spinoff Welfare Plans"
5.01(a)
"Hertz Insured STD Plan"
5.01(d)(i)
"Hertz LTD Plan"
5.01(d)(iii)
"Hertz Savings Plan HERC Holdings Assets"
6.01(b)
"IRS"
6.01(d)
"New Hertz Holdings"
Preamble
"New Hertz Holdings Collective Bargaining Agreements"
2.06
"New Hertz Holdings Director Compensation Deferral Program"
8.04
"New Hertz Holdings Multiemployer Plans"
7.04(b)
"New Hertz Holdings Spinoff Equity Plan"
4.02
7
"New Hertz Holdings Spinoff ESPP"
9.02
"New Hertz Holdings Spinoff SEBP"
11.02(a)
"Old Hertz Holdings Compensation Committee"
4.01(c)
"Old Hertz Holdings Director Compensation Deferral Program"
8.04
"Other Multiemployer Plan"
7.04(c)
"Party" or "Parties"
Preamble
"Pension Transfer"
7.01
"Providing Party"
2.02(b)
"Puerto Rico Pension Plan"
10.02
"Requesting Party"
2.02(b)
"Separation Agreement"
Preamble
"True-Up Amount"
7.01(a)(ii)
"Virgin Islands Pension Plan"
10.02
Article II
GENERAL PRINCIPLES FOR ALLOCATION OF LIABILITIES
Section 2.01
General Principles.
(a)
Acceptance and Assumption of New Hertz Holdings Liabilities.
Except as otherwise specifically set forth in this Agreement, from and after the
Distribution Date, New Hertz Holdings or one of its Subsidiaries shall accept,
assume (or, as applicable, retain) and faithfully perform, discharge and fulfill
all of the following Liabilities of New Hertz Holdings, HERC Holdings or any of
their respective Affiliates in accordance with their respective terms (each of
which shall be considered a Hertz Liability), regardless of (i) when or where
such Liabilities arose or arise, (ii) where or against whom such Liabilities are
asserted or determined, (iii) whether arising from or alleged to arise from
negligence, gross negligence, recklessness, violation of law, willful
misconduct, bad faith, fraud or misrepresentation by any member of the Hertz
Group or the HERC Holdings Group, as the case may be, or any of their past or
present respective directors, officers, employees, or agents, (iv) which entity
is named in any action associated with any Liability, and (v) whether the facts
on which they are based occurred prior to, on or after the date hereof:
(i)
any and all wages, salaries, incentive compensation, equity
compensation, commissions, bonuses and any other employee compensation