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

Acceptance and Assumption of Xxxx Liabilities. Xxxx and the applicable Xxxx Designees shall accept, assume and agree faithfully to perform, discharge and fulfill all the Xxxx Liabilities in accordance with their respective terms (it being understood that if any Xxxx Liability is a liability of a Transferred Entity or a wholly owned Subsidiary of a Transferred Entity, such Xxxx Liability may be assumed by Xxxx 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 Xxxx or the applicable Xxxx Designee). Xxxx and such Xxxx Designees shall be responsible for all Xxxx Liabilities, regardless of when or where such Xxxx Liabilities arose or arise, or whether the facts on which they are based occurred prior to or subsequent to the Separation Time, regardless of where or against whom such Xxxx Liabilities are asserted or determined (including any Xxxx Liabilities arising out of claims made by Parent’s or Arlo’s respective directors, officers, employees, agents, Subsidiaries or Affiliates against any member of the Parent Group or the Xxxx 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 Xxxx Group, or any of their respective directors, officers, employees, agents, Subsidiaries or Affiliates;