Severance and WARN Act Liability Sample Clauses

Severance and WARN Act Liability. Purchaser agrees to pay and be responsible for (A) except as otherwise expressly provided in this Agreement, all liability, cost or expense for severance, salary continuation, special bonuses and like costs under Purchaser’s and its Subsidiaries’ (including the Transferred Entities’) severance pay plans, retention agreements, policies or arrangements and (B) any payment obligations described in Section 5.9(a)(ii) with respect to any of the Transferred U.S. Employees that arise on or after the Closing Date. Purchaser and its Affiliates shall not at any time prior to 90 days after the Closing Date effectuate a “plant closing” or “mass layoff” as such terms are defined in the Worker Adjustment and Retraining Notification Act of 1988 (“WARN”) or effectuate any similar triggering event under any other applicable Law, affecting in whole or in part any site of employment, facility, operating unit or Transferred U.S. Employee. Purchaser agrees to provide any required notice under WARN and any other applicable Law and to otherwise comply with any such statute with respect to any “plant closing” or “mass layoff” (as defined in WARN) or any similar triggering event under any other applicable Law occurring on or after the Closing or arising as a result of the transactions contemplated hereby.

Severance and WARN Act Liability. Purchaser agrees to pay and be responsible for (i) all liability, cost or expense for severance, salary continuation, special bonuses and like costs under Purchaser’s severance pay policies or practices, retention agreements, policies or arrangements and (ii) any payment obligations described in Section 5.8(a)(ii) with respect to any of the Transferred US Employees that arise on or after the Closing Date. Except for Purchaser’s payment obligations assumed by the Purchaser pursuant to Section 5.8(a)(i), Sellers agree to pay and be responsible for all liability, cost or expense, if any, for severance, salary continuation, special bonuses and the like under Sellers’ severance pay plans, retention agreements, employment agreements, policies or arrangements with respect to any of the U.S. Employees that arise before the Closing Date in connection with the consummation of the transactions contemplated by this Agreement or the termination of employment of any such Employee by a Seller. Purchaser agrees to pay and be responsible for all liability, cost, expense and sanctions resulting from any failure to comply with the WARN Act, and the regulations thereunder, in connection with events which occur on or after the Closing Date that relate to the Business. No more than three (3) business days prior to the Closing Date, Section 3.12(h) of the Disclosure Schedule shall be updated as of such date and delivered to Purchaser.

Severance and WARN Act Liability. As JMEASI will offer employment to the Employees, the parties do not expect or contemplate any WARN Act obligations in connection with this transaction. RELM agrees to pay and be responsible for all liability, cost or expense for severance, termination indemnity payments, salary continuation, special bonuses and like costs, with respect to any of the Employees or Former Employees, including any Employees described in Section 4.2(e), and agrees to pay and be responsible for all liability, cost, expense and sanctions resulting from any failure to comply with the WARN Act, or any similar state or local law, to the extent attributable to the events or occurrences on or prior to the Closing. JMEASI agrees to pay and be responsible for all such liability, costs, expense or sanctions with respect to any Transferred Employee to the extent attributable to events or occurrences following the Closing.

Severance and WARN Act Liability. Purchaser agrees to pay and be responsible for (i) all liability, cost or expense for severance, salary continuation, special bonuses and like costs under Purchaser’s severance pay plans, retention agreements, policies or arrangements, (ii) any payment obligations described in Section 5.8(a)(ii) with respect to any of the Transferred U.S. Employees that arise and are in respect of the Transferred U.S. Employees’ services performed for Purchaser or any of its Affiliates on or after the Closing Date, and (iii) any severance obligations that arise on or after January 1, 2011 in connection with any Sellers’ repositioning projects approved by Purchaser under Section 5.1. Except as provided in the foregoing sentence, Sellers shall be solely responsible and pay for all liability, cost or expense, if any, for severance, salary continuation, special bonuses and the like under the Employee Transferors’ or the Transferred Entities’ severance pay plans, retention agreements, expatriate agreements, employment agreements, policies or arrangements with respect to employees of the Business that arise before the Closing, in connection with the consummation of the transactions contemplated by this Agreement or a termination of employment of any such individual by an Employee Transferor or a Transferred Entity, including but not limited to, to the extent not satisfied nor required to be satisfied prior to Closing, under the agreements set forth on or as otherwise set forth on Section 5.8(a)(vi) of the Disclosure Schedule Sellers agree to pay and be responsible for all liability, cost, expense and sanctions resulting from any failure to comply with the WARN Act, and the regulations thereunder, in connection with events which occur prior to the Closing Date that relate to the Business. Purchaser agrees to pay and be responsible for all liability, cost, expense and sanctions resulting from any failure to comply with the WARN Act, and the regulations thereunder, in connection with events which occur on or after the Closing Date that relate to the Business.

Severance and WARN Act Liability. Buyer agrees to cause the Company to pay and be responsible for all liability, cost, expense and sanctions resulting from any failure to comply with the WARN Act, and the regulations thereunder, in connection with events which occur on or after the Closing Date.

Severance and WARN Act Liability. Seller shall pay and be responsible for all liability, cost or expense for severance, termination indemnity payments, salary continuation, special bonuses and like costs under Seller's severance pay plans, policies or arrangements, with respect to any of the Employees that arise from or relate to the transactions described in or contemplated by this Agreement, or that arise under Seller's severance plans other than from the subsequent termination of employment by Buyer after the Closing Date. Buyer agrees to pay and be responsible for all liability, cost, expense and sanctions resulting from Buyer's failure to comply after the Closing Date with the WARN Act, and the regulations thereunder, in connection with any termination of Transferred Employees or for any action by Buyer taken after the Closing Date which causes the WARN Act to apply in connection with any termination of Transferred Employees. Seller agrees to pay and be responsible for all liability, cost, expense and sanctions resulting from any action taken by Seller in connection with, on, prior to or after the Closing Date with regard to any site of employment, facility, operating unit or employee affected by this Agreement which action by itself causes the WARN Act to apply.

Severance and WARN Act Liability. Purchaser agrees to pay and be responsible for all liability, cost or expense for severance benefits that arise from the termination of employment of any Transferred US Employee by Purchaser on or after the Closing Date to the extent contemplated by Section 5.2.1(d) of this Agreement. Purchaser agrees to pay and be responsible for all liability, cost, expense and sanctions resulting from any failure to comply with the WARN Act, and the regulations thereunder, in connection with the consummation of the transactions described in or contemplated by this Agreement.

Severance and WARN Act Liability. Sellers shall pay and be solely liable and shall indemnify and hold Buyer harmless for all obligation, cost or expense for severance pay, termination indemnity pay, salary continuation, special bonuses or like compensation (whether such amounts arise from any event, occurrence or circumstance or otherwise become due or payable before or after the Closing) under Sellers' plans, policies or arrangements, including, without limitation any claim or constructive termination due to the sale of the Acquired Assets. Sellers shall pay and be solely liable and shall indemnify and hold Buyer harmless for all obligation, cost or expense for liability under the Workers Adjustment and Retraining Notification Act (the "WARN