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

Acceptance and Assumption of Varex Liabilities. Varex and the applicable Varex Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the Varex Liabilities in accordance with their respective terms (it being understood that if any Varex Liability is a liability of a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Varex Liability may be assumed by Varex as a result of the transfer of all of the equity interests in such Transferred Entity from Parent or the applicable members of the Parent Group to Varex or the applicable Varex Designee). Varex and such Varex Designees shall be responsible for all Varex Liabilities, regardless of when or where such Varex 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 Varex Liabilities are asserted or determined (including any Varex Liabilities arising out of claims made by Parent’s or Varex’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the Varex 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 Varex Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates;