Severance Matters. (a) Parent and Sub covenant and agree that, except as otherwise set forth in Schedule 5.13(a) of the Disclosure Schedule, on or before the date which is 60 days after the date of this Agreement, with respect to each person listed on Schedule 5.13(a) of the Disclosure Schedule (the “Officer and Other Employee List”), Parent will provide to the Company a date on which it expects to terminate such person’s employment with the Company (the termination date for such person being referred to herein as such person’s “Officer and Other Employee Termination Date”) with each Officer and Other Employee Termination Date to be (a) no later than the date which is six months after the Closing Date (it being understood that such Officer and Employee Termination Date may be expressed in the number of months (not to exceed six months) after the Closing Date for which such employee’s services will be required) and (b) determined by Parent in good faith based on Parent’s reasonable expectation as to the amount of time for which Parent will require such person’s services after the Closing in connection with the transition to Parent’s ownership of the Company. In addition, except as set forth in Schedule 5.13(a) of the Disclosure Schedule, Parent will cause the Company to pay to each person on the Officer and Other Employee List the severance pay entitled to him or her from the Company on the earlier of the Officer and Other Employee Termination Date for such person or such person’s earlier termination of employment with the Company; provided that, as a condition to receiving any such severance pay, each such person may be required by Parent to continue his or her service with the Company up to such person’s Officer and Other Employee Termination Date (unless such person is earlier terminated by the Company or Parent (other than for cause)) and to also sign a waiver and release of claims against the Company, Parent and their affiliates for any claims incurred prior to such person’s termination. For the avoidance of doubt, except as set forth in Schedule 5.13(a) of the Disclosure Schedule, each employee who is included in the Officer and Other Employee List shall be entitled to receive a severance payment on or prior to such person’s Officer and Other Employee Termination Date so long as the employee agrees to continue and does continue his or her service with the Company up to such Officer and Other Employee Termination Date (unless earlier terminated by the Company or Parent (...
Severance Matters. For the avoidance of doubt, the Parties acknowledge and agree that neither the execution of this Agreement nor Executive’s cessation of employment on the Transition Date will result in any payments or other obligations from the Company Parties or any of their affiliates pursuant to FPH’s Senior Management Severance and Change in Control Plan (the “Severance Plan”), and that, from and after the Transition Date, Executive will no longer be a “Participant” in the Severance Plan. In addition, the Parties acknowledge and agree that neither the execution of this Agreement nor Executive’s cessation of employment on the Transition Date will result in any accelerated vesting of any of Executive’s equity awards. However, notwithstanding anything herein to the contrary, if Executive’s employment ceases prior to February 14, 2022 as a result of (x) Executive’s termination of employment by FPCM without Cause, or (y) Executive’s death, (i) Executive shall be entitled to all payments and benefits (including continued vesting) due to her hereunder as if her employment with FPCM had continued in accordance with the terms hereof through the Transition Date, and (ii) Executive shall be entitled to payment and benefits (including accelerated vesting) under the Advisory Agreement as if she commenced services under the Advisory Agreement (which, solely for this purpose of giving effect to this provision, shall be deemed to become effective as of immediately prior to such termination) and her services had ceased due to a termination of her employment by FPCM without Cause or her death, as applicable, one (1) day thereafter.
Severance Matters. Buyer shall defend, indemnify and hold harmless Seller and its Affiliates, and each of their respective officers, directors and employees, in accordance with the provisions of Article IX below, from all costs, expenses or other damages that may result in respect of claims made by any Transferred Employee for Buyer's failure to offer employment to any Transferred Employee in accordance with the terms of this Agreement, or for severance or other separation benefits arising out of or in connection with Buyer's termination of employment of any Transferred Employee.
Severance Matters. Seller shall pay all severance, termination and other payments (whether in the form of cash or otherwise) pursuant to any written or oral agreements of Seller or its Affiliates and expenses applicable to the employees of Seller, including, but not limited to, any other compensation payable to employees of Seller under applicable plant closing or similar laws with respect to employees of Seller who are not offered employment by the Buyer.
Severance Matters. In the event Buyer hires any of the current employees of the Business at or following the Closing and, within the period beginning on the Closing Date through and including December 31, 2003 (the “Cut-Off Date”), any such employee ceases to be employed in the Business by the Buyer for any reason, Seller shall promptly reimburse Buyer, upon the date of any such termination, for all severance benefits due to any such employee under Buyer’s severance policies provided that such reimbursement obligation shall not exceed $130,000, in the aggregate.
Severance Matters. Rather than making severance payment to said Transferred Employees at the time such employees are hired by Buyer or its designees, Buyer agrees to provide, or to cause its designee to provide, to all Transferred Employees credit for all years of service with the Seller Entities for purposes of severance obligations under applicable Law, policy, employee benefit plan, contract, or otherwise; provided that the Seller Entities have not otherwise paid severance to such Transferred Employees in connection with the termination of their employment by the Seller Entities. Except as contemplated by the immediately preceding sentence, neither Buyer nor its Affiliates or its designee shall be liable to, or have any responsibility or obligation to, any person (including any Seller Entity or any current, former or future employee, including any Eligible Employee who does not become a Transferred Employee) for severance or similar payments or obligations, whether under applicable Law, by contract or under any formal or informal policy, practice or plan.
Severance Matters. In the event that any Transferred Employee is discharged by Parent (or an Affiliate) within 12 months after the Closing Date (other than for “cause” or because of such Transferred Employee’s voluntary termination or retirement), then Parent shall treat such Transferred Employee, and shall be responsible for severance, in accordance with Seller’s severance plan, as described in Section 11.3 of Seller’s Disclosure Letter. Parent shall be responsible and assume all liability for all notices or payments due to any Transferred Employee, and all notices, payments or assessments due to any Governmental Authority, pursuant to any applicable Law with respect to the employment, discharge or layoff of Transferred Employees by the Parent (or an Affiliate) after the Closing, including, but not limited to, the federal Worker Adjustment and Retraining Notification Act and any rules or regulations as have been issued in connection with the foregoing.
Severance Matters. (a) The employment by Purchaser or an affiliate thereof of the Covered Employees effective as of the Transfer Date shall not be considered a severance of employment by Sellers.
Severance Matters
