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

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