Common use of Assumption and Satisfaction of Liabilities Clause in Contracts

Assumption and Satisfaction of Liabilities. Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Relevant Time, (a) Vector shall, or shall cause a member of the Vector Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Vector Retained Liabilities and (b) Spinco shall, or shall cause a member of the Spinco Group to, Assume all the Spinco Liabilities, in each case, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the Relevant Time, (iii) where or against whom such Liabilities are asserted or determined, or (iv) whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Vector Group or the Spinco Group, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates.

Assumption and Satisfaction of Liabilities. Except as otherwise specifically set forth in any Ancillary Agreement, from From and after the Relevant Timedate hereof, (a) Vector Travelport shall, or shall cause a member of the Vector Travelport Affiliated Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms (“Assume”, and each such act, an “Assumption”), all of the Vector Retained Liabilities B2B Liabilities, and (b) Spinco OWW shall, or shall cause a member of the Spinco OWW Affiliated Group to, Assume assume all the Spinco B2C Liabilities, in each case, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the Relevant Timedate hereof, (iii) where or against whom such Liabilities are asserted or determined, or determined and (iv) regardless of whether arising from or alleged to arise from negligence, recklessness, violation of Lawlaw, fraud or misrepresentation by any member of the Vector Travelport Affiliated Group or the Spinco OWW Affiliated Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates.

Assumption and Satisfaction of Liabilities. Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Relevant Demerger Effective Time, (a) Vector CS shall, or shall cause a member of the Vector Cadbury plc Group to, accept, assume (or, as applicable, retain) and ), perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Vector Retained Cadbury plc Liabilities and (b) Spinco DPS shall, or shall cause a member of the Spinco DPS Group to, Assume all the Spinco Beverages Liabilities, in each case, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the Relevant Demerger Effective Time, (iii) where or against whom such Liabilities are asserted or determined, or determined and (iv) whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Vector Cadbury plc Group or the Spinco DPS Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates.

Assumption and Satisfaction of Liabilities. Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Relevant Effective Time, (a) Vector B/E shall, or shall cause a member of the Vector B/E Group to, accept, assume (or, as applicable, retain) and timely perform, discharge and fulfill, in accordance with their respective terms (“Assume”), all of the Vector Retained B/E Liabilities and (b) Spinco KLX shall, or shall cause a member of the Spinco KLX Group to, Assume all the Spinco KLX Liabilities, in each case, regardless of (i) when or where such Liabilities arose or arise, (ii) whether the facts upon which they are based occurred prior to, on or subsequent to the Relevant Effective Time, (iii) where or against whom such Liabilities are asserted or determined, or determined and (iv) whether arising from or alleged to arise from negligence, recklessness, violation of Law, fraud or misrepresentation by any member of the Vector B/E Group or the Spinco KLX Group, as the case may be, or any of their past or present respective directors, officers, employees, agents, Subsidiaries or Affiliates.