Common use of Acceptance and Assumption of nVent Liabilities Clause in Contracts

Acceptance and Assumption of nVent Liabilities. Except as otherwise specifically provided herein, as of the Effective Time, nVent and the applicable nVent Designees accept, assume, and agree to faithfully perform, discharge, and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered an nVent Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Pentair’s or nVent’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates against any member of the Pentair Group or the nVent Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, or misrepresentation by any member of the Pentair Group or the nVent Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates: (A) any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), equity compensation (as the same may be modified by this Agreement), commissions, bonuses, and any other employee compensation or benefits payable to or on behalf of any nVent Group Employees and Former nVent Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses, or other employee compensation or benefits are or may have been awarded or earned; (B) any and all Liabilities whatsoever with respect to claims made by or with respect to any nVent Group Employees or Former nVent Group Employees in connection with any Benefit Plan that is not retained or assumed by any member of the Pentair Group pursuant to this Agreement, the Separation and Distribution Agreement, or any other Ancillary Agreement; (C) any and all other Liabilities with respect to any nVent Group Employees or Former nVent Group Employees; and (D) any and all Liabilities expressly assumed or retained by any member of the nVent Group pursuant to this Agreement.

Acceptance and Assumption of nVent Liabilities. Except as otherwise specifically provided herein, as of the Effective Time, nVent and the applicable nVent Designees accept, assume, and agree to faithfully perform, discharge, and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered an nVent Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Pentair’s or nVent’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates against any member of the Pentair Group or the nVent Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, or misrepresentation by any member of the Pentair Group or the nVent Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates: (A) any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), equity compensation (as the same may be modified by this Agreement), commissions, bonuses, and any other employee compensation or benefits payable to or on behalf of any nVent Group Employees and Former nVent Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses, or other employee compensation or benefits are or may have been awarded or earned;earned; (B) any and all Liabilities whatsoever with respect to claims made by or with respect to any nVent Group Employees or Former nVent Group Employees in connection with any Benefit Plan that is not retained or assumed by any member of the Pentair Group pursuant to this Agreement, the Separation and Distribution Agreement, or any other Ancillary Agreement;Agreement; (C) any and all other Liabilities with respect to any nVent Group Employees or Former nVent Group Employees; Employees; and (D) any and all Liabilities expressly assumed or retained by any member of the nVent Group pursuant to this Agreement.

Acceptance and Assumption of nVent Liabilities. Except as otherwise specifically provided herein, as of the Effective Time, nVent and the applicable nVent Designees accept, assume, and agree to faithfully perform, discharge, and fulfill all of the following Liabilities in accordance with their respective terms (each of which shall be considered an nVent Liability), regardless of when or where such Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Effective Time, regardless of where or against whom such Liabilities are asserted or determined (including any Liabilities arising out of claims made by Pentair’s or nVent’s respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates against any member of the Pentair Group or the nVent Group) or whether asserted or determined prior to the date hereof, and regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud, or misrepresentation by any member of the Pentair Group or the nVent Group, or any of their respective directors, officers, Employees, Former Employees, agents, Subsidiaries, or Affiliates: (A) any and all wages, salaries, incentive compensation (as the same may be modified by this Agreement), equity compensation (as the same may be modified by this Agreement), commissions, bonuses, and any other employee compensation or benefits payable to or on behalf of any nVent Group Employees and Former nVent Group Employees after the Effective Time, without regard to when such wages, salaries, incentive compensation, equity compensation, commissions, bonuses, or other employee compensation or benefits are or may have been awarded or earned; (B) any and all Liabilities whatsoever with respect to claims made by or with respect to any nVent Group Employees or Former nVent Group Employees in connection with any Benefit Plan listed on Schedule 2.01 plus any other Benefit Plan that is not retained or assumed by any member of the Pentair Group pursuant to this Agreement, the Separation and Distribution Agreement, or any other Ancillary Agreement; (C) any and all other Liabilities with respect to any nVent Group Employees or Former nVent Group Employees; and (D) any and all Liabilities expressly assumed or retained by any member of the nVent Group pursuant to this Agreement.