Severance Liabilities. Purchaser and its Affiliates shall be solely responsible for any severance, change in control, accrued paid time off, redundancy, termination indemnitees or similar termination payments or benefits that may become payable (i) to any Transferred Employee terminated by Purchaser or its Affiliates on or following the Closing Date and (ii) to any Business Employee (A) who does not receive an offer of employment as required pursuant to Sections 5.1(a) and Section 5.1(b) and who resigns as of the Closing Date under circumstances entitling the Business Employee to any such payments and benefits, or (B) who asserts a statutory right to object to the transfer of employment contemplated by Section 5.1(a)(ii) where Purchaser and its Affiliates fail to comply with the Transfer Regulations or otherwise do not honor Section 5.1(a) or Section 5.1(b) and who is entitled to severance on the termination of his or her employment following such objection, and Purchaser shall indemnify Seller, Rexam and any of their respective Affiliates from any and all Liabilities for such payments and benefits. To the extent that Seller, Rexam or any of their respective Affiliates become liable for, or are legally required to make, severance, change in control, accrued paid time off, redundancy, termination indemnity or similar termination payments or benefits to any Transferred Employee or Business Employee described in the foregoing clause (ii), Purchaser shall, or shall cause its Affiliates (including the Purchased Entities) to, reimburse Seller, Rexam or any of their respective Affiliates, as applicable, as soon as practicable but in any event within thirty (30) days of receipt from Seller, Rexam or any of their respective Affiliates, as applicable, of appropriate verification, for all payments, costs and expenses actually incurred in respect thereof by Seller, Rexam or any of their respective Affiliates, as applicable, as required by applicable Law or any Contract. Except as provided above in this Section 5.1(d), Seller and its Affiliates shall be solely responsible for any severance, change in control, accrued paid time off, redundancy, termination indemnitees or similar termination payments or benefits that may become payable to Business Employees dismissed by Seller or its Affiliates.
Severance Liabilities. Newco shall be responsible for the severance obligations, if any, to Newco Group Employees whose employment is terminated after the Effective Time and neither Vornado nor JBG shall have Liability with respect to such severance obligations, except as set forth in the Transaction Agreement.
Severance Liabilities. Seller and its Affiliates shall be solely responsible for any severance, redundancy or similar termination payments or benefits (a) that may become payable to any Triage Business Employee arising out of or in connection with the Transactions and any amounts paid or payable to any Triage Business Employee who does not become a Transferred Employee because such Triage Business Employee does not accept an offer to transfer employment, provided the offer of employment made by the applicable Designated Purchaser to such Triage Business Employee is made pursuant to and in accordance with the requirements of Sections 7.01(c), 7.02(a), (b) and (c) and 7.05, or (b) to the extent set forth on Schedule 7.03. Purchaser and its Affiliates shall be responsible for all claims for severance, redundancy or similar termination payments or benefits incurred by Transferred Employees after the Closing except as set forth on Schedule 7.03.
Severance Liabilities. The members of the Cable Group shall retain all Liabilities and be solely responsible for all severance or other separation payments and benefits relating to the termination or alleged termination of any Cable Employee’s or Former Cable Employee’s employment with a member of the Cable Group that occurs prior to, at or after the Distribution.
Severance Liabilities. Gaming & Entertainment acknowledges that the transactions contemplated by the Spinoff will not result in DVD being or becoming liable for any severance pay to any Employee and Gaming & Entertainment shall indemnify DVD in respect thereof.
Severance Liabilities. Except as may be otherwise specifically provided in Article VII of this Agreement, neither a SEACOR Marine Employee nor a SEACOR Employee shall be deemed to have terminated employment for purposes of determining eligibility for severance benefits in connection with or in anticipation of the consummation of the transactions contemplated by the Distribution Agreement. SEACOR shall be solely responsible for all Liabilities in respect of all costs arising out of payments and benefits relating to the termination of employment of any employee of SEACOR or its Subsidiaries (other than SEACOR Marine and its Subsidiaries), including but not limited to any SEACOR Employee, that occurs prior to, at or following the Effective Time, including, without limitation, any amounts required to be paid (including, without limitation, payroll or other taxes). SEACOR Marine shall be solely responsible for all Liabilities in respect of all costs arising out of payments and benefits relating to the termination of any employee of SEACOR Marine or its Subsidiaries, including but not limited to any SEACOR Marine Employee, that occurs prior to, at or following the Effective Time, including, without limitation, any amounts required to be paid (including, without limitation, payroll or other taxes).
Severance Liabilities. WPG Group Employees who are terminated in connection with the Distribution prior to, on, or within eighteen (18) months following, the Effective Time shall be entitled to receive severance benefits that are no less favorable than the severance benefits provided under the terms of the SPG Severance Benefits Program in effect as of the applicable termination of employment or, if earlier, the Effective Time; provided, however, that such severance benefits shall not result in the duplication of benefits. WPG shall adopt a severance program that has terms substantially similar to the SPG Severance Benefits Program as in effect as of the Effective Time.
Severance Liabilities. New Mylan and its Affiliates shall be solely responsible for any severance, redundancy or similar termination payments or benefits that may become payable to any Business Employee arising out of or in connection with the Reorganization or the transactions contemplated by this Agreement (including any transfers described in Section 6.7(b) or Section 8.1(b)) and any amounts paid or payable to any Business Employee who does not become a Transferred Employee because such Business Employee rejects a transfer of employment or refuses to transfer employment or does not accept an offer to transfer employment or otherwise challenges such transfer of employment pursuant to Section 6.7(b) or Section 8.1(b). To the extent that Abbott or any of its Continuing Affiliates becomes liable for, or is legally required to make, severance, redundancy or similar termination payments or benefits to any Business Employee as a result of the Reorganization or the transactions contemplated by this Agreement, New Mylan shall, or shall cause its Affiliates to, reimburse Abbott, as soon as practicable but in any event within thirty (30) days of receipt from Abbott of appropriate verification, for all payments, costs and expenses actually paid by Abbott or any Affiliate as required by applicable Law or any Contract or Employee Plan.
Severance Liabilities. UE shall be responsible for the severance obligations to UE Group Employees whose employment is terminated on or after the Effective Time and VNO shall have no liability with respect to such severance obligations.
Severance Liabilities. Buyer shall provide severance benefits (i) as contemplated by Schedule 1.1(c) attached hereto, and (ii) as set forth in Seller's 1998 Reorganization Severance Plan (treating the consummation of the sale of the Auctioned Assets hereunder and the events specified in this Section as events entitling such Non-Union Employee to severance benefits thereunder) to any Transferred Non-Union Employee (i) who, within the 12-month period immediately following the Closing Date, is terminated by Buyer or any of its Affiliates other than for cause (as defined on Schedule 1.1(c)) or (ii) with respect to such Persons who have received and accepted Qualifying Offers, whose terms and conditions of employment with Buyer or any of its Affiliates are changed during the 12-month period immediately following the Closing Date, such that such terms and conditions fail to satisfy all of the requirements set forth in Section 9.1(d) above.
