Severance Obligations Clause Samples
The Severance Obligations clause defines the employer's responsibilities to provide compensation or benefits to an employee upon termination of employment, typically in situations not involving cause. This clause outlines the specific payments, such as salary continuation, lump-sum payments, or continued benefits, that the departing employee is entitled to receive, and may also set conditions like signing a release of claims. Its core practical function is to ensure clarity and fairness in the event of employment termination, reducing the risk of disputes and providing financial security to the employee.
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Severance Obligations. (i) Ashland and Buyer intend that the transactions contemplated by this Agreement shall not result in a severance of employment of any Employee prior to or upon the consummation of the transactions contemplated hereby and that the Employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date, and Ashland and Buyer shall comply with any requirements under applicable Law to ensure the same. Subject to Section 7.5(b)(iv), Buyer shall bear any costs related to, and shall indemnify and hold harmless Ashland and the Asset Selling Corporations from and against, any claims made by any Employee for any statutory, contractual or common law severance or separation benefits and other legally mandated payment obligations (including the employer portion of any employment taxes, together with any compensation payable during any mandatory termination notice period related thereto, collectively, “Separation Benefits”), in each case, arising out of or in connection with the failure of Buyer or the Buyer Corporations to make offers of employment or continue the employment of any Employee, in each case in accordance with this Agreement and as required by applicable Law, and Ashland and the Asset Selling Corporations shall bear any costs related to, and shall indemnify and hold harmless Buyer and the Buyer Corporations from and against, any claims made by any Employee for any Separation Benefits that arise out of the refusal of such Employee to accept an offer of employment made in accordance with this Agreement and applicable Law by, or an objection by such Employee to an automatic transfer of employment to, Buyer or a Buyer Corporation or for the liabilities associated with the agreements listed in Schedule 7.5.
(ii) Subject to Section 7.5(b)(iv), Buyer shall, or shall cause the Buyer Corporations to, provide each Transferred Employee whose employment is terminated within eighteen (18) months following the Closing Date with severance and other separation benefits substantially comparable to the severance and other separation benefits provided to such Transferred Employee by Ashland or the applicable Asset Selling Corporation as in effect as of the date of this Agreement.
Severance Obligations. Neither the Company nor the Company Subsidiary has entered into any severance, "stay-bonus" or similar arrangement in respect of any present or former Employee that will result in any obligation (absolute or contingent) of Buyer or the Company or the Company Subsidiary to make any payment to any present or former Employee following termination of employment or upon consummation of the transactions contemplated by this Agreement (whether or not employment is continued for any specified period after the Effective Time). Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in the acceleration or vesting of any other rights of any Person to benefits under any Employee Plans.
Severance Obligations. Schedule 3.10.2 is a true and complete list of each individual employed by the Company and each Subsidiary on the Interim Balance Sheet Date and each individual hired by the Company or any Subsidiary of the Company following the Interim Balance Sheet Date. Schedule 3.10.2 sets forth the maximum severance or termination payment obligation that the Company or any Subsidiary would be contractually obligated to pay for each such individual if they were terminated the day immediately following the Closing Date.
Severance Obligations. In the event an offer of employment is extended by the Buyers to and accepted by an employee of the Seller pursuant to Section 4(c) and such subsequent employment by the Buyers is terminated within sixty (60) days from the Closing Date, the Seller shall be responsible for, and shall pay to such accepting employee, all severance benefits (if any, pursuant to the Seller's practices as in effect on the Closing Date) that may be due and owing such employee by reason of his or her employment with either the Seller or the Buyers
Severance Obligations. If (1) the Company terminates the Executive's --------------------- employment (other than pursuant to Paragraph 7(a), 7(d) or 7(e), or (2) the Executive terminates his employment pursuant to Paragraph 7(b), the Executive shall be entitled to the continuation of his Annual Salary for the greater of (i) one year from the date of such termination or (ii) the remainder of the Term, payable in equal installments in accordance with the Company's payroll policy from time to time in effect.
Severance Obligations. If on or after the date of a "Change in Control" (as defined below), the Company, for any reason, terminates Employee's employment or Employee resigns "for good reason" (as defined below), then the Company shall pay to Employee within five days following the date of termination or date of resignation: (i) Employee's salary and benefits through the termination date or resignation date, both as in effect on the date prior to the date of the Change in Control; and (ii) the amount of any bonus payable to Employee for the year in which the Change in Control occurred, pro rated to take into account the number of days that have elapsed in such year prior to the termination date or the resignation date. In addition, during the period equal to the remaining term of this Agreement as in effect on the day prior to the termination or resignation date, the Company shall continue to pay to Employee his annual salary, as in effect on the day prior to the date of the Change in Control, on the dates when such salary would have been payable had Employee remained employed by the Company and shall continue to provide to Employee during such period, at no cost to Employee, the benefits Employee was receiving on the day prior to the date of the Change in Control or benefits substantially similar thereto.
Severance Obligations. The consummation of the Transactions will not --------------------- entitle any current or former employee who is or was employed by Seller or the Company exclusively in connection with the operation of the Business (the "Employees") to severance payment, provided that Buyer offers employment to each of the Employees under terms substantially identical to the terms under which such employee is currently employed.
Severance Obligations. Seller has not entered into any severance, “stay-bonus” or similar arrangement in respect of any present or former Employee that will result in any obligation (absolute or contingent) of Purchaser to make any payment to any present or former Employee following termination of employment (voluntary or involuntary) or upon consummation of the transactions contemplated by this Agreement or any Ancillary Agreement (whether or not employment is continued for any specified period after the Closing Date). Neither the execution and delivery of this Agreement or any Ancillary Agreement nor the consummation of the transactions contemplated hereby or thereby will result in the acceleration or vesting of any other rights of any Person to benefits under any Employee Plan.
Severance Obligations. The Company shall satisfy all severance --------------------- obligations related to each person employed by the Company prior to or at the Closing Date who is, or as a consequence of the transactions contemplated by this Agreement will be, entitled to any severance or compensation from the Company, any Stockholder or any Optionholder.
Severance Obligations. Except as disclosed in the Prema Properties Disclosure Letter, all current employees of Prema Properties may be terminated at will, without notice and without incurring any severance or other liability or obligation to the employee in connection with the termination. Except to the extent provided by the terms of the Employee Benefit Plans and Benefit Arrangements disclosed in the Prema Properties Disclosure Letter, neither the execution, delivery or performance of this Agreement nor the consummation of the Closing will (i) increase any benefits otherwise payable under any Employee Benefit Plan or Benefit Arrangement, (ii) result in the acceleration of the time of payment or vesting of any such benefits, or (iii) give rise to an obligation with respect to the payment of any severance pay. No "parachute payment" (within the meaning of Section 280G of the Code), "change in control" or severance payment has been made or will be required to be made by Prema Properties or any ERISA Affiliate of Prema Properties to any Employee in connection with the execution, delivery or performance of this Agreement or as a result of the consummation of the Closing.