No Severance Obligations. Buyer and the Sellers intend that the transactions contemplated by this Agreement shall not result in a severance of employment of any Transferred Employee for purposes of any Seller Plan and that the Transferred Employees will have continuous and uninterrupted employment for such purposes immediately before and immediately after the date hereof, and Buyer and the Sellers shall make reasonable efforts to ensure the same. In furtherance of the foregoing, as of and after the Closing, Buyer shall, to the extent permitted under the applicable plan, policy or arrangement, give each Transferred Employee full credit for purposes of eligibility to participate, vesting and level of benefits under each employee benefit plan, policy or arrangement (excluding, for the avoidance of doubt, any equity compensation or other incentive plans or programs) maintained by Buyer in which the Transferred Employees participate following the Closing (each, a “Buyer Plan”) for such Transferred Employee’s service prior to the Closing with Seller and its Affiliates and predecessor entities, to the same extent such service is recognized by Seller immediately prior to the Closing (other than as would result in a duplication of benefits or for purposes of benefit accrual under any defined benefit pension plan). With respect to each Buyer Plan that is a “welfare benefit plan” (as defined in Section 3(1) of ERISA), to the extent permitted under the terms of the applicable Buyer Plan, Buyer or its Affiliates shall (i) cause there to be waived any pre-existing condition or eligibility limitations or exclusions, actively-at-work requirements, evidence of insurability and required physical examinations with respect to the Transferred Employees and their eligible dependents (except to the extent such limitations, exclusions or requirements would have applied under comparable Seller Plans) and (ii) give credit, in the year in which the Closing occurs, for purposes of satisfying any deductible and maximum out-of-pocket limitations, for all claims incurred and amounts paid by, and amounts reimbursed to, Transferred Employees and their eligible dependents under comparable Seller Plans in which the Transferred Employees and their eligible dependents participated during the plan year in which the Closing occurs (to the extent such credit would have been given under comparable Seller Plans prior to the date hereof).
No Severance Obligations. For the avoidance of doubt, neither your voluntary resignation as Chief Legal Officer/General Counsel and Secretary of the Company as of the Resignation Date, nor your termination of employment with the Company as of the Termination Date, shall constitute a termination by the Company without “Cause” nor give rise to a right of “Constructive Termination” under the terms of the Employment Agreement. Accordingly, you are not entitled to any severance payments or benefits from the Company pursuant to Section 7 of your Employment Agreement, nor under any severance plan or policy of the Company. Upon the Termination Date, you shall be entitled to receive from the Company the “Accrued Obligations” pursuant to Section 7 of the Employment Agreement.
No Severance Obligations. The Parties intend that the Transactions shall not result in a separation of employment of any Continuing Employee for purposes of any JBG Benefit Plan prior to or upon the consummation of the Transactions and that the Continuing Employees will have continuous and uninterrupted employment for such purposes immediately before and immediately after the Closing, and the Parties shall make reasonable efforts to ensure the same. Newco shall be responsible for all severance obligations for Newco employees (including the Continuing Employees) arising from employment terminations after the Closing, except as set forth in Section 6.4(b) of the JBG Disclosure Letter or Section 6.4(b) of the Vornado Disclosure Letter.
No Severance Obligations. Each party will use its reasonable best efforts to obtain appropriate agreements, acknowledgement or waivers from its officers and its Subsidiaries’ officers that the Merger will not constitute a “Change of Control” or “Change in Control” within the meaning of their respective employment, change in control or other compensatory or employment-related agreements, other than as provided in Section 5.23(a).
No Severance Obligations. Other than as set forth in Section 6.2(n) of the Disclosure Schedule, Seller and Buyer intend that the transactions contemplated by this Agreement shall not trigger any severance or other termination payments or benefits (other than the Accrued Amounts), under the terms of any Benefit Plan, for any Transferred Employee prior to or upon the consummation of the transactions contemplated hereby and that such employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date, and Xxxxx and Seller shall make reasonable efforts to ensure the same.
No Severance Obligations. Upon the termination of Executive's employment with the Company for any reason, Executive shall not be entitled to any severance payment. Executive shall not participate in the Company's severance program, and shall be entitled to receive, in lieu of any other payments or benefits, only the amounts required to be paid by Section 5(a) hereof. 6.
No Severance Obligations. The Buyer Parties and the Seller Parties intend that the Transactions shall not result in a separation of employment of any Transferred Employee for purposes of any Seller Plan prior to or upon the consummation of the Transactions and that the Transferred Employees will have continuous and uninterrupted employment for such purposes immediately before and immediately after the Closing Date, and the Buyer Parties and the Seller Parties shall make reasonable efforts to ensure the same.
No Severance Obligations. The Giants Parties and the Jaguar Parties intend that the Transactions shall not result in a separation of employment of any Continuing Employee for purposes of any Jaguar Benefit Plan prior to or upon the consummation of the Transactions and that the Continuing Employees will have continuous and uninterrupted employment for such purposes immediately before and immediately after the Closing Date, and the Giants Parties and the Jaguar Parties shall make reasonable efforts to ensure the same.
No Severance Obligations. Seller has not created any severance, stay-bonus or other such obligation that might become payable by Xxxxx as a result of the transactions contemplated by this Agreement or Seller’s termination of the Business Employees as of the Closing Date.
No Severance Obligations. Athena (and Parent and Federal) shall not be subject to any severance agreements or other similar obligations, in each case, triggered solely by the Transaction.
