Severance Indemnity. In the event (i) the SpinCo Group, Direct Sale Purchaser or any of their respective Affiliates do not provide Non-U.S. Continuing Employees a mirror benefit plan that is identical to the provisions that are in effect as of the Distribution Effective Time under each Non-U.S. Company Plan covering Non-U.S. Continuing Employees, or (ii) the SpinCo Group, Direct Sale Purchaser or any of their respective Affiliates amends or otherwise modifies on or after the Merger Effective Time any such mirror benefit plan, any Non-U.S. Transferring Arrangement in which any Non-U.S. Continuing Employee was covered or eligible for coverage immediately prior to the Distribution Effective Time, or other term or condition of employment applicable to such Non-U.S. Continuing Employee immediately prior to the Distribution Effective Time, in each case in a manner that results in any obligation, contingent or otherwise, of the Company or its Affiliates to pay any severance, termination indemnity, or other similar benefit (including such benefits required under Applicable Law) to such person, such severance, termination indemnity, or other similar benefits (and any additional Liability incurred by the Company or any of its Affiliates in connection therewith) shall be treated as SpinCo Liabilities subject to indemnification under the Separation Agreement.
Severance Indemnity. (i) In the event (A) the SpinCo Group does not provide Non-U.S. Employees employed by a SpinCo Group Member immediately prior to the Distribution Date with (1) similar in-kind benefits to those provided immediately prior to the Distribution Date, or (2) a benefit plan consistent with applicable Law or the SpinCo Group’s obligations in this Employee Matters Agreement, or (B) the SpinCo Group amends or otherwise modifies on or after the Distribution Date any such benefit plan, any Non-U.S. Business Plan in which any Non-U.S. Employee was covered or eligible for coverage immediately prior to the Distribution Date, or any other term or condition of employment applicable to Non-U.S. Employees immediately prior to the Distribution Date, in each case in a manner that results in any obligation, contingent or otherwise, of any Parent Group member to pay any severance, termination indemnity, or other similar benefit (including such benefits required under applicable Law) to such person, SpinCo shall, or shall cause another member of the SpinCo Group to, reimburse and otherwise hold harmless the Parent Group for all such severance, termination indemnity and other similar benefits and any additional Liability incurred by the Parent Group in connection therewith.
Severance Indemnity. Any employee with employment security affected by the provisions of the present article may, at any moment in the process provided in the present article, choose not to exercise her/his rights and to resign. In this case, she/he will benefit from a severance indemnity equivalent to one (1) month of salary per year of seniority up to a maximum of twelve (12) months.
Severance Indemnity. In the event that a Business Employee does not, as a result of Purchaser’s failure to comply with Purchaser’s obligations under this Article VI, continue employment with Purchaser or its Affiliates (including a Transferred Entity) at or after the Closing, which, in any case, results in any obligation, contingent or otherwise, of Seller or any of its Affiliates to pay or provide any severance, notice or similar payments or benefits, wages or penalties to any Business Employee or entity, or any additional Liability incurred by Seller or any of its Affiliates in connection therewith, including, but not limited to, under the federal WARN Act, the New Jersey Millville Dallas Airmotive Plant Job Loss Notification Act, or any other state mini-WARN Act), Purchaser shall, and shall cause its Affiliates to, reimburse and otherwise indemnify and hold harmless Seller and its Affiliates for all such severance or other compensation, benefits, damages or penalties and additional Liabilities.
Severance Indemnity. In the event the Successor Employer, with respect to any Transferred Employee, (i) does not provide a mirror benefit plan that is identical to the substantive provisions that are in effect as of the Transfer Date under each Employee Benefit Plan (as defined below) in which such Transferred Employee was covered or eligible for coverage immediately prior to the Transfer Date, (ii) amends or otherwise modifies on or after the Transfer Date any such mirror benefit plan, or other term or condition of employment applicable to such Transferred Employee immediately prior to the Transfer Date, or (iii) fails to continue an offer of employment with the Successor Employer, in each case in a manner that results in any obligation, contingent or otherwise, of Sellers or their Affiliates to pay any severance or other benefit (including such benefits required under applicable Laws) to any Transferred Employee and any additional liability incurred by Sellers and their Affiliates in connection therewith, the Buyers shall, and shall cause their Affiliates to, reimburse and otherwise hold harmless Sellers and their Affiliates for all such severance and other benefits.
Severance Indemnity. The Buyer shall, and shall cause its applicable Affiliates to, indemnify the Seller and its Affiliates against any Losses incurred by the Seller or any of its Affiliates (whether by contract, applicable Law or Seller’s customary policies, programs or practices) as a result of Buyer failing to make any offer required under this Section 9.01 or such offer not being in accordance with the terms set forth in this Section 9.01 (including any requirements of applicable Law or requirements to avoid triggering redundancy, severance, termination or similar entitlements under TUPE), which shall include any severance payments, penalties, compensation, expenses or other Liabilities which Seller or its Affiliates incur as a result of any Business Employee refusing to accept an offer of employment from Buyer or any of its Affiliates that was not made in accordance with the requirements of this Section 9.01. The Seller shall, and shall cause its applicable Affiliates to, indemnify the Buyer and its Affiliates against any
Severance Indemnity. Parent and Purchaser shall cooperate in good faith to effect the transfer of employment of each International Business Employee to Purchaser or an Affiliate thereof in a manner that avoids or minimizes the incurrence of any severance obligations. However, in the event that either (i) an International Business Employee does not, for any reason, continue employment with Purchaser or one of its Affiliates (including a Transferred Company) at or after the Closing or (ii) the Sale or the transactions contemplated by this Agreement, or any action taken in order to effectuate the Sale or the transactions contemplated by this Agreement, results in an International Business Employee being deemed to have incurred a termination of employment despite such International Business Employee’s continued employment with Purchaser or one of its Affiliates (including a Transferred Company) at or after the Closing, which, in either case, results in any obligation, contingent or otherwise, of Parent, Purchaser or any of their respective Affiliates to pay any severance or other benefits (including such benefits required under applicable Law) to any International Business Employee or any additional Liability incurred by Parent, Purchaser or any of their respective Affiliates in connection therewith, Parent and Purchaser shall each bear fifty percent (50%) of the costs of such obligation or additional Liability and the parties shall reimburse each other as necessary in order to effect such allocation of cost; provided, however, that in no event shall Purchaser incur severance costs in excess of $250,000 in the aggregate in connection with the International Business Employees.
Severance Indemnity. (a) In the event that a Business Employee does not continue employment with Purchaser or its Affiliates (including a Transferred Entity) at or after the Closing as a result of Purchaser’s (or the Transferred Entities’) failure to continue employment or to make an offer of employment to the extent required pursuant to Section 6.1 or 6.2(b) which results in any obligation, contingent or otherwise, of Parent or its Affiliates (other than a Transferred Entity) to pay any severance to such Business Employee under applicable Law and any Benefit Plan set forth in Section 6.5 of the Seller Disclosure Schedule, Purchaser shall, and shall cause its Affiliates to, reimburse and otherwise hold harmless Parent and its Affiliates for all such severance.
