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

Acceptance and Assumption of Parent Liabilities. Parent shall, and shall cause certain of members of the Parent Group designated by Parent to, accept and assume and agree faithfully to perform, discharge and fulfill all of the Parent Liabilities held by Spin Co or any SpinCo Designee and set forth on Schedule 2.1(a)(iv) (“Parent Business Discontinued Operations”) and Parent and the applicable members of the Parent Group shall be responsible for all Parent Liabilities in accordance with their respective terms, regardless of when or where such Parent Liabilities arose or arise, whether the facts on which they are based occurred prior to or subsequent to the Effective Time, where or against whom such Parent Liabilities are asserted or determined (including any such Parent Liabilities arising out of claims made by Parent’s or SpinCo’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo 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 Parent Group or the SpinCo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.

Acceptance and Assumption of Parent Liabilities. Parent shall, and shall cause certain of members of the Parent Group designated by Parent to, shall accept and assume and agree faithfully to perform, discharge and fulfill all of the Parent Liabilities, as described in Section 2.3(b) below, including Parent Liabilities held by Spin Co Sysorex or any SpinCo Designee and set forth on Schedule 2.1(a)(iv) (“Parent Business Discontinued Operations”) Sysorex Designee, and Parent and the applicable members of the Parent Group shall be responsible for all Parent Liabilities in accordance with their respective terms, regardless of when or where such Parent Liabilities arose or arise, whether the facts on which they are based occurred prior to or subsequent to the Effective Time, where or against whom such Parent Liabilities are asserted or determined (including any such Parent Liabilities arising out of claims made by Parent’s or SpinCoSysorex’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Sysorex 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 Parent Group or the SpinCo Sysorex Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.

Acceptance and Assumption of Parent Liabilities. Parent shall, and shall cause certain of members of the Parent Group designated by Parent to, shall accept and assume and agree faithfully to perform, discharge and fulfill all of the Parent Liabilities, as described in Section 2.3(b) below, including Parent Liabilities held by Spin Co Grafiti or any SpinCo Designee and set forth on Schedule 2.1(a)(iv) (“Parent Business Discontinued Operations”) Grafiti Designee, and Parent and the applicable members of the Parent Group shall be responsible for all Parent Liabilities in accordance with their respective terms, regardless of when or where such Parent Liabilities arose or arise, whether the facts on which they are based occurred prior to or subsequent to the Effective Time, where or against whom such Parent Liabilities are asserted or determined (including any such Parent Liabilities arising out of claims made by Parent’s or SpinCoGrafiti’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the SpinCo Grafiti 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 Parent Group or the SpinCo Grafiti Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.