Common use of CERTAIN SEVERANCE BENEFITS; CERTAIN ARRANGEMENTS Clause in Contracts

CERTAIN SEVERANCE BENEFITS; CERTAIN ARRANGEMENTS. In the event that the employment of an employee of the Analytical Instruments Business who is eligible for coverage immediately prior to the Closing Date under Seller=s severance plans for Asset Employees and employees of the Transferred Subsidiaries, as described in Section 6.1(a)(i) of the Seller Schedule (collectively, the "SELLER'S SEVERANCE PLANS"), and who continues employment with the Analytical Instruments Business without interruption (a "CONTINUING EMPLOYEE"), is terminated by Buyer after the Closing Date other than for cause, Buyer shall pay such terminated employee severance benefits in accordance with the terms of Buyer's severance plan, giving credit for the time served as employees of the Company; provided that Buyer shall not be liable for severance for the persons listed on Section 6.1(a)(ii) of the Seller Schedule. Service with Seller, the Subsidiaries and Buyer for periods prior to and after the Closing Date shall be aggregated for purposes of calculating severance benefits for such employees. To the extent permitted by applicable law, Seller shall use its reasonable best efforts, prior to the Closing, to amend, or cause to be amended, every severance plan or arrangement, to the extent that it would be reasonably likely to give rise to eligibility for severance benefits for Continuing Employees with respect to any termination of employment which arises solely because of the consummation of the transaction contemplated by this Agreement, so as to reduce or eliminate to the extent possible such eligibility. Under no circumstances shall Buyer be liable for payment of severance benefits which arise from the operation of law or otherwise as a result of the consummation of the transactions contemplated by this Agreement.

CERTAIN SEVERANCE BENEFITS; CERTAIN ARRANGEMENTS. In ------------------------------------------------ the event that the employment of an employee of the Analytical Instruments Business who is eligible for coverage immediately prior to the Closing Date under Seller=s the BOC Group's (i) Severance Security Plan or (ii) severance plans for Asset Employees and employees Foreign Employees, as set forth in Section 6.01 of the Transferred Subsidiaries, as described in Section 6.1(a)(iDisclosure Schedule (copies of which have been made available to the Purchaser) of the Seller Schedule (collectively, the "SELLERBOC GROUP'S SEVERANCE PLANS"), and who continues employment with the Analytical Instruments Business without interruption (a "CONTINUING EMPLOYEEPLAN"), is terminated by Buyer the Purchaser within nine months after the Closing Date other than for causeDate, Buyer the Purchaser shall pay such terminated employee severance benefits in accordance with and subject to the terms of Buyerthe BOC Group's severance planSeverance Plan as in effect on the date hereof, giving credit for as if the time served as employees of BOC Group's Severance Plan were then maintained by the Company; provided that Buyer shall not be liable for severance for the persons listed on Section 6.1(a)(ii) of the Seller SchedulePurchaser. Service with Sellerthe BOC Group, the Subsidiaries BOC Companies and Buyer the Purchaser for periods prior to and after the Closing Date shall be aggregated for purposes of calculating severance benefits for such employeesbenefits. To On the extent permitted by applicable lawClosing Date, Seller shall use its reasonable best effortsthe Purchaser shall, prior subject to the Closinglast sentence of this Section 6.01, assume, and agree to amendperform and discharge the obligations of the BOC Group and its Affiliates under, the employment agreements and severance arrangements with or cause for employees of the Business (other than (except as otherwise provided in this Article VI) in the case of the Designated Employees any terms of such employment agreements and severance arrangements relating to be amendedemployees' rights to old-age, every severance plan invalidity or arrangementsurvivors' benefits under supplementary company or inter company pension schemes outside the statutory social security schemes in Member States of the European Community) which employees, to agreements and arrangements are listed in Section 6.01(a) of the extent that it would be Disclosure Schedule. The BOC Group shall reasonably likely to give rise to eligibility for severance benefits for Continuing Employees cooperate and consult with the Purchaser with respect to any termination the provision of employment which arises solely because of the consummation of the transaction contemplated by this Agreement, so as to reduce or eliminate information relating to the extent possible such eligibility. Under no circumstances shall Buyer be liable for payment of severance benefits which arise from following the operation of law Closing Date. The BOC Group shall assume or otherwise retain, as a result of appropriate, full responsibility with respect to the consummation of retention bonus arrangements established in connection with the transactions contemplated by this Agreement, as set forth in Section 6.01(b) of the Disclosure Schedule (but not including any arrangement set forth in Section 6.01(a) of the Disclosure Schedule), which retention bonus arrangements shall be treated as Excluded Liabilities hereunder.

CERTAIN SEVERANCE BENEFITS; CERTAIN ARRANGEMENTS. In the event that the employment of an employee of the Analytical Instruments Business who is eligible for coverage immediately prior to the Closing Date under Seller=s 's severance plans for Asset Employees and employees of the Transferred Subsidiaries, as described in Section 6.1(a)(i) of the Seller Schedule (collectively, the "SELLER'S SEVERANCE PLANSSeller's Severance Plans"), and who continues employment with the Analytical Instruments Business without interruption (a "CONTINUING EMPLOYEEContinuing Employee"), is terminated by Buyer after the Closing Date other than for cause, Buyer shall pay such terminated employee severance benefits in accordance with the terms of Buyer's severance plan, giving credit for the time served as employees of the Company; provided that Buyer shall not be liable for severance for the persons listed on Section 6.1(a)(ii) of the Seller Schedule. Service with Seller, the Subsidiaries and Buyer for periods prior to and after the Closing Date shall be aggregated for purposes of calculating severance benefits for such employees. To the extent permitted by applicable law, Seller shall use its reasonable best efforts, prior to the Closing, to amend, or cause to be amended, every severance plan or arrangement, to the extent that it would be reasonably likely to give rise to eligibility for severance benefits for Continuing Employees with respect to any termination of employment which arises solely because of the consummation of the transaction contemplated by this Agreement, so as to reduce or eliminate to the extent possible such eligibility. Under no circumstances shall Buyer be liable for payment of severance benefits which arise from the operation of law or otherwise as a result of the consummation of the transactions contemplated by this Agreement.