Common use of Acceptance and Assumption of Liabilities by JDSU and Subsequently by Viavi Clause in Contracts

Acceptance and Assumption of Liabilities by JDSU and Subsequently by Viavi. Upon the Transfer Date or the date of Contribution, whichever is applicable, except as provided in this Agreement, the JDSU Group (and at and immediately following the Effective Time, the Viavi Group) shall retain or accept, and assume, and agree faithfully to perform, discharge and fulfill the following Liabilities in accordance with their respective terms, regardless of when or where such Liabilities arose or arise, whether the facts on which they are based occurred prior to, on or subsequent to the Transfer Date, where or against whom such Liabilities are asserted or determined, whether such Liabilities are asserted or determined prior to the date of this Agreement, and whether such Liabilities arise from or are alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the JDSU Group or the Lumentum Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates: (i) any and all Liabilities with respect to, in relation to, or for claims made by any Viavi Group Employees; (ii) any and all Liabilities expressly assumed by a member of the JDSU Group pursuant to this Agreement, including any and all Liabilities with respect to the claims listed on SCHEDULE B to this Agreement ; (iii) provided, however, that JDSU’s (and subsequently Viavi’s) retention and assumption of Liabilities for claims made by or with respect to any JDSU Group Employee in connection with any Benefit Plans (with the exception of any Welfare Plan) are limited to those Benefit Plans that are retained or assumed by a member of the JDSU Group (and subsequently by a member of the Viavi Group) pursuant to this Agreement, the CONTRIBUTION AGREEMENT or any other Transaction Document; and (iv) provided further that any and all Liabilities for claims made by or with respect to any Lumentum Group Employees in connection with any Welfare Plan, whether such plan is maintained by a member of the JDSU Group or a member of the Lumentum Group, will be retained and assumed by a member of the JDSU Group and subsequently by an equivalent member of the Viavi Group if the service provided to the Employee was incurred while employed by a member of the JDSU Group.

Acceptance and Assumption of Liabilities by JDSU and Subsequently by Viavi. Upon the Transfer Date or the date of Contribution, whichever is applicable, except as provided in this Agreement, the JDSU Group (and at and immediately following the Effective Time, the Viavi Group) shall retain or accept, and assume, and agree faithfully to perform, discharge and fulfill the following Liabilities in accordance with their respective terms, regardless of when or where such Liabilities arose or arise, whether the facts on which they are based occurred prior to, on or subsequent to the Transfer Date, where or against whom such Liabilities are asserted or determined, whether such Liabilities are asserted or determined prior to the date of this Agreement, and whether such Liabilities arise from or are alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the JDSU Group or the Lumentum Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates: (i) any and all Liabilities with respect to, in relation to, or for claims made by any Viavi Group Employees; (ii) any and all Liabilities expressly assumed by a member of the JDSU Group pursuant to this Agreement, including any and all Liabilities with respect to the claims listed on SCHEDULE B [—] to this Agreement ; (iii) provided, however, that JDSU’s (and subsequently Viavi’s) retention and assumption of Liabilities for claims made by or with respect to any JDSU Group Employee in connection with any Benefit Plans (with the exception of any Welfare Plan) are limited to those Benefit Plans that are retained or assumed by a member of the JDSU Group (and subsequently by a member of the Viavi Group) pursuant to this Agreement, the CONTRIBUTION AGREEMENT or any other Transaction Document; and (iv) provided further that any and all Liabilities for claims made by or with respect to any Lumentum Group Employees in connection with any Welfare Plan, whether such plan is maintained by a member of the JDSU Group or a member of the Lumentum Group, will be retained and assumed by a member of the JDSU Group and subsequently by an equivalent member of the Viavi Group if the service provided to the Employee was incurred while employed by a member of the JDSU Group.