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

Acceptance and Assumption of Rayonier Liabilities. Rayonier and certain of members of the Rayonier Group designated by Rayonier shall accept and assume and agree faithfully to perform, discharge and fulfill all of the Rayonier Liabilities held by SpinCo or any SpinCo Designee and Rayonier and the applicable members of the Rayonier Group shall be responsible for all Rayonier Liabilities in accordance with their respective terms, regardless of when or where such Rayonier 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 Rayonier Liabilities are asserted or determined (including any such Rayonier Liabilities arising out of claims made by Rayonier’s or SpinCo’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Rayonier 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 Rayonier Group or the SpinCo Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates.

Acceptance and Assumption of Rayonier Liabilities. On or prior to the Effective Time, but in any case prior to the Distribution, Rayonier and certain of members of the Rayonier Group designated by Rayonier shall accept and accept, assume and agree to faithfully to perform, discharge and fulfill all of the Rayonier following Liabilities held by SpinCo or any SpinCo Designee and Rayonier and the applicable members of the Rayonier Group shall be responsible for all Rayonier such Liabilities in accordance with their respective termsterms (each of which shall be considered a Rayonier Liability), regardless of when or where such Rayonier 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 Rayonier Liabilities are asserted or determined (including any such Rayonier Liabilities arising out of claims made by Rayonier’s or SpinCo’s respective directors, officers, employeesEmployees, Former Employees, agents, Subsidiaries or Affiliates against any member of the Rayonier 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 Rayonier Group or the SpinCo Group, or any of their respective directors, officers, employeesEmployees, Former Employees, agents, Subsidiaries or Affiliates.: