Common use of Assignment and Assumption of Liabilities Clause in Contracts

Assignment and Assumption of Liabilities. inSilicon hereby assumes and agrees as of the Separation Date faithfully to pay, perform and fulfill all obligations under the following in accordance with their respective terms (the "SEMICONDUCTOR INTELLECTUAL PROPERTY LIABILITIES"): (a) all Liabilities reflected as "Liabilities" or obligations of inSilicon in the inSilicon Balance Sheet, subject to any discharge of such Liabilities after the date of the inSilicon Balance Sheet. (b) all Liabilities of Phoenix or its subsidiaries that arise after the date of the inSilicon Balance Sheet that would be reflected in the consolidated balance sheet of inSilicon as of the Separation Date if such consolidated balance sheet was prepared using the same principles and accounting policies under which the inSilicon Balance Sheet was prepared; (c) all Liabilities that are related primarily to the Business at the Separation Date but are not reflected in the inSilicon Balance Sheet due to mistake or unintentional omission; PROVIDED, HOWEVER, that no such Liability shall be a Semiconductor Intellectual Property Liability unless Phoenix, on or before the first anniversary of the IPO Date, has given inSilicon notice that such Liability is a Semiconductor Intellectual Property Liability; (d) except as may be explicitly provided in an Ancillary Agreement, all Liabilities whether arising before, on or after the Separation Date, primarily related to, arising out of or resulting from: (i) the operation of the Business, as conducted at any time prior to, on or after the Separation Date (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person's authority)); (ii) the operation of any business conducted directly or indirectly by inSilicon at any time after the Separation Date (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person's authority)); (iii) the Semiconductor Intellectual Property Assets; or (iv) the acquisition of Sand Microelectronics, Inc., including, but not limited to those related to, arising out of or resulting from the Agreement and Plan of Reorganization dated as of September 17, 1998 by and among Phoenix Technologies Ltd., Phoenix SubCorp., Sand Microelectronics Inc. and Xxxx Xxxxxxxxx, Xxxxx Xxxxx and Xxxx Xxxxx, the agreements referred to therein and the retention bonus program established in connection therewith.

Assignment and Assumption of Liabilities. inSilicon hereby assumes and agrees Effective as of the Separation Date faithfully to payRights Closing Effective Time, perform Service Provider hereby assigns and fulfill SHO hereby assumes and/or retains, all obligations under of the following liabilities, obligations and agreements with respect to the SHO Employees, whether arising before or after the Rights Closing Effective Time, except as expressly otherwise provided in accordance with their respective terms Section 3.4 (the "SEMICONDUCTOR INTELLECTUAL PROPERTY LIABILITIES"for purposes of this Agreement “Assumed Liabilities”): (a) all Liabilities reflected as "Liabilities" or obligations of inSilicon in the inSilicon Balance Sheet, subject to any discharge of such Liabilities after the date of the inSilicon Balance Sheet.existing collective bargaining agreements; (b) all Liabilities of Phoenix or its subsidiaries that arise after the date of the inSilicon Balance Sheet that would be reflected following obligations of Service Provider with respect to the SHO Employees: (i) accrued but unpaid salaries, wages, overtime, bonuses/incentives, including without limitation the incentive programs referred to in Section 3.3(e) below and the consolidated balance sheet related payroll taxes; (ii) liabilities for accrued but unpaid vacation, illness and other approved leaves of inSilicon as absence; and (iii) liabilities for insurance and pension contributions to multi-employer plans, if any, pursuant to the terms of the Separation Date if such consolidated balance sheet was prepared using the same principles and accounting policies under which the inSilicon Balance Sheet was preparedany applicable collective bargaining agreement; (c) all Liabilities that are related primarily liabilities and requirements under COBRA with respect to all SHO Employees and their respective Plan Payees who, immediately prior to the Business at Rights Closing Effective Time, were participating in, or entitled to present or future benefits under the Separation Date but are not reflected in the inSilicon Balance Sheet due to mistake or unintentional omission; PROVIDED, HOWEVER, that no such Liability SHLD Welfare Plans (which shall be deemed to be a Semiconductor Intellectual Property Liability unless PhoenixSHO Welfare Plan during the Benefits Transition Period), pursuant to COBRA or who have a COBRA qualifying event (as defined in Section 4980B of the Code) on or before after the first anniversary of the IPO Date, has given inSilicon notice that such Liability is a Semiconductor Intellectual Property LiabilityRights Closing Effective Time; (d) except as may be explicitly provided in an Ancillary Agreement, all Liabilities whether arising before, on or after the Separation Date, primarily related to, liabilities arising out of or resulting from:relating to all SHO Employment Agreements; (e) all liabilities arising out of or relating to claims made by or with respect to SHO Employees under any SHLD Severance Plan; (f) all accruals and outstanding liabilities arising out of or relating to (i) fiscal year 2012 under the SHLD AIP and (ii) the 2010, 2011 and, if applicable as of the Rights Closing Effective Time, the 2012 fiscal year accruals and liabilities under SHLD LTIP, to the extent attributable to Transferred Employees, in accordance with Section 3.5; (g) all liabilities arising out of or relating to any SHO Cash Retention Award or Other Cash Retention Award, in accordance with Section 3.6; (h) all other Liabilities with respect to the employment, service, termination of employment or termination of service of any SHO Employees, their respective Plan Payees, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of SHO or in any other employment, non-employment, or retainer arrangement, or relationship with any member of SHO), in each case to the extent arising in connection with or as a result of employment with or the performance of services for the SHO Business from and after the Rights Closing Effective Time, and (i) the operation all other SHO Employee Liabilities, except as excluded under Section 3.4(b), (c) and (d). Effective as of the BusinessRights Closing Effective Time, as conducted at SHO shall be solely responsible for all the SHO Assumed Liabilities, and SHMC and its Affiliates shall not have any time prior toobligation for SHO Employee Liabilities. SHMC will provide copies of all SHO Employment Agreements and other assumed documents to SHO. SHMC shall use reasonable efforts to transfer or cause to be transferred to SHO documentation related to such SHO Employment Agreements, on or after including offer letters, agreements and other instruments reasonably required for the Separation Date (including any Liability relating to, arising out maintenance and administration of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person's authority)); (ii) the operation of any business conducted directly or indirectly by inSilicon at any time after the Separation Date (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person's authority)); (iii) the Semiconductor Intellectual Property Assets; or (iv) the acquisition of Sand Microelectronics, Inc., including, but not limited to those related to, arising out of or resulting from the Agreement and Plan of Reorganization dated as of September 17, 1998 by and among Phoenix Technologies Ltd., Phoenix SubCorp., Sand Microelectronics Inc. and Xxxx Xxxxxxxxx, Xxxxx Xxxxx and Xxxx Xxxxx, the agreements referred to therein and the retention bonus program established in connection therewith.SHO Employment Agreements

Assignment and Assumption of Liabilities. inSilicon hereby assumes (a) At the Closing, the Buyer shall assume from the Company and agrees as thereafter be responsible for the payment, performance or discharge of only the following Liabilities of the Separation Date faithfully to payCompany (collectively, perform and fulfill all obligations under the following in accordance with their respective terms (the "SEMICONDUCTOR INTELLECTUAL PROPERTY LIABILITIESAssumed Liabilities"): (a) all Liabilities reflected as "Liabilities" or obligations of inSilicon in the inSilicon Balance Sheet, subject to any discharge of such Liabilities after the date of the inSilicon Balance Sheet. (b) all Liabilities of Phoenix or its subsidiaries that arise after the date of the inSilicon Balance Sheet that would be reflected in the consolidated balance sheet of inSilicon as of the Separation Date if such consolidated balance sheet was prepared using the same principles and accounting policies under which the inSilicon Balance Sheet was prepared; (c) all Liabilities that are related primarily to the Business at the Separation Date but are not reflected in the inSilicon Balance Sheet due to mistake or unintentional omission; PROVIDED, HOWEVER, that no such Liability shall be a Semiconductor Intellectual Property Liability unless Phoenix, on or before the first anniversary of the IPO Date, has given inSilicon notice that such Liability is a Semiconductor Intellectual Property Liability; (di) except as may be explicitly provided arise from a breach by the Company of Section 5.11, administrative expense claims of the Company solely with respect to trade payable obligations for orders shipped and billed after the Petition Date in an Ancillary Agreementamount not to exceed $250,000 in the aggregate to the extent such administrative expense claims arise following the Petition Date and prior to the Closing, all Liabilities whether arising before, on or after and relate solely to the Separation Date, primarily related to, arising out of or resulting from: (iPurchased Assets and are allowed pursuant to Section 503(b)(1) the operation of the Business, as conducted at any time prior to, on or after Bankruptcy Code (the Separation Date (including any Liability relating to, arising out of or resulting from any act or failure to act by any director, officer, employee, agent or representative (whether or not such act or failure to act is or was within such Person's authority)"503 Liabilities"); (ii) the operation of any business conducted directly or indirectly by inSilicon at any time obligations arising after the Separation Date Closing in the ordinary course of business under the Assumed Contracts (including other than any Liability relating to, arising out of or resulting from any act or failure obligations related to act by any director, officer, employee, agent or representative (whether or not such act or failure a breach thereof that occurred prior to act is or was within such Person's authority)Closing); (iii) any obligations arising after the Semiconductor Intellectual Property Assets; orClosing in the ordinary course of business under any unbilled orders and unshipped orders (other than any obligations related to a breach thereof or failure to perform thereunder that occurred prior to Closing); (iv) any Cure Amounts with respect to Excluded Contracts that become Assumed Contracts pursuant to Section 1.6(b); (v) any liabilities for amounts owed and payable to the acquisition of Sand Microelectronics, Inc., including, but not limited Company's customers relating to those related to, or arising out of royalty agreements and rebate programs; and (vi) deferred commissions payable (including accrued bonuses) owing to Account Executives that have been earned prior to the Closing but not paid and any other amounts due to any Account Executive in such Account Executive's capacity as a vendor to the Company. (b) Section 1.4(a) shall not limit any claims or resulting from defenses Buyer may have against any party. The transactions contemplated by this Agreement shall in no way expand the Agreement rights or remedies of any third party against Buyer or the Company as compared to the rights and Plan of Reorganization dated as of September 17, 1998 by remedies which such third party would have had against the Company absent the Chapter 11 Case and among Phoenix Technologies Ltd., Phoenix SubCorphad Buyer not assumed the Assumed Liabilities., Sand Microelectronics Inc. and Xxxx Xxxxxxxxx, Xxxxx Xxxxx and Xxxx Xxxxx, the agreements referred to therein and the retention bonus program established in connection therewith.