Common use of Assumption of Liability; Indemnity Clause in Contracts

Assumption of Liability; Indemnity. Notwithstanding any other provision of this Agreement to the contrary, if applicable law requires a member of the BMS Group to make any payment or provide any benefit to any Xxxx Xxxxxxx Employee in the event no member of the Xxxx Xxxxxxx Group offers to provide such Xxxx Xxxxxxx Employee with a specified level of compensation or benefits, then Xxxx Xxxxxxx and its Affiliates shall offer to provide such level of compensation or benefits to the extent necessary to prevent any member of the BMS Group from being so obligated to such Xxxx Xxxxxxx Employee. Xxxx Xxxxxxx shall assume and be solely responsible for all Liabilities with respect to claims made by any Xxxx Xxxxxxx Employee for severance, indemnity or other termination pay or other benefits (i) relating to or resulting from Xxxx Johnson’s failure to offer employment to any Xxxx Xxxxxxx Employee (or failure to continue the employment of any Xxxx Xxxxxxx Employee of a Transferred Entity) or failure to offer or continue employment on terms and conditions which would preclude any claims of constructive dismissal or similar claims under any applicable law or other failure to comply with the terms of this Agreement, (ii) where such severance, indemnity or termination pay or other benefits are required to be paid under applicable law upon the Separation without regard to such terms and conditions or such continuation of employment or (iii) where such severance, indemnity or termination pay or notice or benefits are required to be paid to a Xxxx Xxxxxxx Employee due to a Xxxx Xxxxxxx Employee’s refusal to accept the offer of employment from the new Xxxx Xxxxxxx entity. From and after the Separation Date, Xxxx Xxxxxxx shall indemnify and hold harmless BMS and its Affiliates against all losses which BMS may suffer or incur as a result of any claim, action or any proceeding made by any Xxxx Xxxxxxx Employee against BMS or its Affiliates from and after the Separation Date or arising from any breach of Xxxx Johnson’s obligations under this Subsection 3.1(d). Xxxx Xxxxxxx shall promptly reimburse BMS for any separation payments described in this Subsection 3.1(d) that BMS makes.

Assumption of Liability; Indemnity. Notwithstanding any other provision of this Agreement to the contrary, if applicable law requires a member of the BMS Group to make any payment or provide any benefit to any Xxxx Xxxxxxx Foreign BMS Employee in the event no member of the Xxxx Xxxxxxx BMS Group offers to provide such Xxxx Xxxxxxx Foreign BMS Employee with a specified level of compensation or benefits, then Xxxx Xxxxxxx BMS and its Affiliates shall offer to provide such level of compensation or benefits to the extent necessary to prevent any member of the BMS Xxxx Xxxxxxx Group from being so obligated to such Xxxx Xxxxxxx Foreign BMS Employee. Xxxx Xxxxxxx BMS shall assume and be solely responsible for all Liabilities with respect to claims made by any Xxxx Xxxxxxx Foreign BMS Employee for severance, indemnity or other termination pay or other benefits (i) relating to or resulting from Xxxx JohnsonBMS’s failure to offer employment to any Xxxx Xxxxxxx Foreign BMS Employee (or failure to continue the employment of any Xxxx Xxxxxxx Employee of a Transferred EntityForeign BMS Employee) or failure to offer or continue employment on terms and conditions which would preclude any claims of constructive dismissal or similar claims under any applicable law or other failure to comply with the terms of this Agreement, (ii) where such severance, indemnity or termination pay or other benefits are required to be paid under applicable law upon the Separation without regard to such terms and conditions or such continuation of employment or (iii) where such severance, indemnity or termination pay or notice or benefits are required to be paid to a Xxxx Xxxxxxx Foreign BMS Employee due to a Xxxx Xxxxxxx Foreign BMS Employee’s refusal to accept the offer of employment from the new Xxxx Xxxxxxx entity. From and after the Separation Date, Xxxx Xxxxxxx BMS shall indemnify and hold harmless BMS Xxxx Xxxxxxx and its Affiliates against all losses which BMS may suffer or incur as a result of any claim, action or any proceeding made by any Xxxx Xxxxxxx Foreign BMS Employee against BMS or its Affiliates from and after the Separation Date or arising from any breach of Xxxx JohnsonBMS’s obligations under this Subsection 3.1(d)Section 4.1. Xxxx Xxxxxxx BMS shall promptly reimburse BMS Xxxx Xxxxxxx for any separation payments described in this Subsection 3.1(d4.1(c) that BMS Xxxx Xxxxxxx makes.