Common use of Severance Liabilities Clause in Contracts

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. Purchaser Seller and its Affiliates (other than any Acquired Company) and Buyer and its Affiliates shall each be responsible for, and indemnify, defend and hold harmless the other party from, 50% of any statutory, contractual, common Law or other severance obligations that arise as a result of (A) the Restructuring and the transfer of Business Employees pursuant to Section 5.14(b), (B) an objection to an automatic transfer by operation of applicable Law or the refusal to transfer their employment by way of novation or assignment, in each case, to an Acquired Company by any Business Employee not employed by an Acquired Company or (C) any Business Employee who treats themselves as having been constructively dismissed (or similar concept under applicable Law) in response to the transactions contemplated by this Agreement, including the Restructuring (100% of such obligations pursuant to clauses (A), (B) and (C), the “Transaction-Related Severance Costs”). Notwithstanding the foregoing, (x) Seller and its Affiliates (other than any Acquired Company) shall be responsible for, and indemnify, defend and hold harmless Buyer and its Affiliates (including the Acquired Companies) from any statutory, contractual, common Law or other severance obligations that arise solely as a result of the gross negligence of Seller or any of its Affiliates or any action taken by Seller or any of its Affiliates that is not required or not permitted by this Agreement or any Ancillary Agreement, and (y) Buyer and its Affiliates shall be responsible for, and indemnify, defend and hold harmless Seller and its Affiliates from any statutory, contractual, common Law or other severance obligations that arise solely responsible for as a result of the gross negligence of Buyer or any severanceof its Affiliates or any action taken by Buyer or any of its Affiliates that is not required or not permitted by this Agreement or any Ancillary Agreement, change or which arise under clause (C) solely as a result of post-Closing changes, proposals or other measures of Buyer or any of its Affiliates related to terms and conditions, benefits and incentive arrangements, working conditions, reductions in controlforce or other aspects of post-Closing employment communicated by Buyer or any of its Affiliates (excluding any Acquired Company) prior to Closing. For the avoidance of doubt, 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 Transaction-Related Severance Costs shall not include Liabilities arising under Section 5.14(c) and (ii) any other Employee Liabilities with respect to Business Employees that are not covered by this Section 5.14(k) (including any Business Employee other amounts described within the definition of Severance Costs) but may otherwise arise as a result of the circumstances described in (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)(iior (C) 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 above 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 be 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 AffiliatesLiabilities.

Severance Liabilities. Purchaser GE and its Affiliates shall be solely responsible for any severance, redundancy or similar termination payments or benefits that may become payable to any Transferred Employee on or after the Closing, and GE shall indemnify Xxxxxx and its Affiliates from any and all Liabilities for such payments and benefits and shall reimburse Xxxxxx as set forth below. To the extent that Xxxxxx or any of its Affiliates become liable for, or are legally required to make, severance, redundancy or similar termination payments or benefits to any Transferred Employee on or after the Closing, GE shall, or shall cause its Affiliates to, reimburse Xxxxxx, as soon as practicable but in any event within thirty (30) days of receipt from Xxxxxx of appropriate verification, for all payments, costs and expenses actually paid by Xxxxxx or its Affiliates as required by applicable Law or any Contract. Xxxxxx and its Affiliates shall be solely responsible for any severance, change in control, accrued paid time off, redundancy, termination indemnitees redundancy 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) become a Transferred Employee, 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 Xxxxxx shall indemnify GE 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 benefitsbenefits and shall reimburse GE as set forth below. To the extent that Seller, Rexam GE or any of their respective its Affiliates become liable for, or are legally required to make, severance, change in control, accrued paid time off, redundancy, termination indemnity redundancy or similar termination payments or benefits to any Transferred Employee or Business Employee described in the foregoing clause (ii)who does not become a Transferred Employee, Purchaser Xxxxxx shall, or shall cause its Affiliates (including the Purchased Entities) to, reimburse Seller, Rexam or any of their respective Affiliates, as applicableGE, 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, GE of appropriate verification, for all payments, costs and expenses actually incurred in respect thereof paid by Seller, Rexam GE or any of their respective Affiliates, as applicable, its Affiliates 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.