Common use of Assumption and Satisfaction of Liabilities Clause in Contracts

Assumption and Satisfaction of Liabilities. Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, from and after the Effective Time, (a) Dover shall, or shall cause another member of the Dover Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the Dover Liabilities and (b) ▇▇▇▇▇▇▇ shall, or shall cause another member of the ▇▇▇▇▇▇▇ Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all the ▇▇▇▇▇▇▇ Liabilities, in each case regardless of (i) when or where such Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the Dover Group or the ▇▇▇▇▇▇▇ Group, as the case may be, or any of their past or present respective directors, officers, employees, or agents, (iv) which entity is named in any action associated with any Liability and (v) whether the facts on which they are based occurred prior to, on or after the date hereof.

Assumption and Satisfaction of Liabilities. Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, from and after the Effective Time, (a) Dover shall, or shall cause another member of the Dover Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the Dover Liabilities and (b) ▇▇▇▇▇▇▇ Apergy shall, or shall cause another member of the ▇▇▇▇▇▇▇ Apergy Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all the ▇▇▇▇▇▇▇ Apergy Liabilities, in each case regardless of (i) when or where such Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of lawLaw, willful misconduct, bad faith, fraud fraud, misrepresentation or misrepresentation any other cause by any member of the Dover Group or the ▇▇▇▇▇▇▇ Apergy Group, as the case may be, or any of their past or present respective directors, officers, employees, or agents, (iv) which entity is named in any action Action associated with any Liability and (v) whether the facts on which they are based occurred prior to, on or after the date hereof.

Assumption and Satisfaction of Liabilities. Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, from and after the Effective Time, (a) Dover iGATE shall, or shall cause another member of the Dover iGATE Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the Dover iGATE Liabilities and (b) ▇▇▇▇▇▇▇ Mastech shall, or shall cause another member of the ▇▇▇▇▇▇▇ Mastech Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all the ▇▇▇▇▇▇▇ Mastech Liabilities, in each case regardless of (i) when or where such Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of lawLaw, willful misconduct, bad faith, fraud or misrepresentation by any member of the Dover iGATE Group or the ▇▇▇▇▇▇▇ Mastech Group, as the case may be, or any of their past or present respective directors, officers, employees, employees or agents, (iv) which entity is named in any action Action associated with any Liability and (v) whether the facts on which they are based occurred prior to, on or after the date hereof.

Assumption and Satisfaction of Liabilities. Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, from and after the Effective Time, (a) Dover Infrastructurco shall, or shall cause another member of the Dover Group toand hereby does, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the Dover Infrastructurco Liabilities and (b) ▇▇▇▇▇▇▇ Flowco shall, or shall cause another member of the ▇▇▇▇▇▇▇ Group toand hereby does, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all the ▇▇▇▇▇▇▇ Flowco Liabilities, in each case regardless of (i) when or where such Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the Dover Infrastructurco Group or the ▇▇▇▇▇▇▇ Flowco Group, as the case may be, or any of their past or present respective directors, officers, employees, or agents, (iv) which entity is named in any action associated with any Liability Liability, and (v) whether the facts on which they are based occurred prior to, on or after the date hereof.

Assumption and Satisfaction of Liabilities. Except as otherwise specifically set forth in this Agreement or any Ancillary Agreement, from and after the Effective Time, (a) Dover ASD shall, or shall cause another member of the Dover ASD Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all of the Dover Remainco Liabilities and (b) ▇▇▇▇▇▇▇ WABCO shall, or shall cause another member of the ▇▇▇▇▇▇▇ WABCO Group to, accept, assume (or, as applicable, retain) and perform, discharge and fulfill, in accordance with their respective terms, all the ▇▇▇▇▇▇▇ VCS Liabilities, in each case regardless of (i) when or where such Liabilities arose or arise, (ii) where or against whom such Liabilities are asserted or determined, (iii) whether arising from or alleged to arise from negligence, gross negligence, recklessness, violation of law, willful misconduct, bad faith, fraud or misrepresentation by any member of the Dover ASD Group or the ▇▇▇▇▇▇▇ WABCO Group, as the case may be, or any of their past or present respective directors, officers, employees, or agents, (iv) which entity is named in any action associated with any Liability and (v) whether the facts on which they are based occurred prior to, on or after the date hereof.