Severance Obligations. (a) Seller and Buyer intend that the transactions contemplated by this Agreement shall not constitute a separation, termination or severance of employment of any Employee prior to or upon the consummation of the Acquisition and that the Employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date, and Buyer shall comply with any requirements under applicable Law to ensure the same. Buyer shall bear any costs related to, and shall defend, indemnify and hold harmless Seller from and against, (i) 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), in each case, arising out of or in connection with the failure of Buyer to make offers of employment to, or continue the employment of, any Employee in accordance with this Agreement, and (ii) any claims relating to the employment of any Transferred Employee on or after the Closing Date, including in respect of any act or omission relating to the employment of any Transferred Employee on or after the Closing Date; provided, that prior to Closing, Seller will not, without first obtaining Buyer’s written consent, discuss (x) Buyer’s offer and acceptance process, or (y) future employment with, or provision of services to, Seller or any of its Affiliates (including, but not limited to, providing any Employee with a competing offer or incentive), in each case, in any way with any individual who has been listed on Schedule 8.1.
Appears in 1 contract
Samples: Asset Purchase Agreement (Ashland Global Holdings Inc)
Severance Obligations. (a) Seller and Buyer The Parties intend that the transactions contemplated by this Agreement shall not constitute a separation, termination termination, or severance of employment of any Business 45 Employee prior to or upon the consummation of the Acquisition Closing and that that, to the extent possible under any applicable Law, the Business Employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Applicable Transfer Date, and Buyer Seller and Purchaser shall comply with any requirements under applicable Law to ensure the same. Buyer Without limiting the provisions of Section 6.6(g), Seller shall bear any costs related to, and shall defendindemnify and hold harmless Purchaser and its Affiliates from and against, any claim made against Purchaser (or Purchaser's Affiliate) by any Business Employee for any Severance Obligations, in each case, arising out of, relating to, or in connection with any of the following: (i) subject to Section 6.6(f)(IV), any Business Employee’s refusal, prior to the Applicable Transfer Date, to accept an offer of employment from, or rejection of an automatic transfer of employment to, Purchaser or any of its Affiliates (including such refusal based on the terms of the cash retention bonus offered to such Business Employee by Purchaser pursuant to Section 6.6(c)), (ii) any action taken by Seller or its Subsidiaries (in the case of Transferred Employees, on or prior to the Applicable Transfer Date) to terminate the employment of any Business Employee or individual who would otherwise have been a Business Employee but for such action or which provides such individual a right to terminate employment, including any action or omission by Seller or its Subsidiaries (x) to amend or otherwise modify, on or prior to the Applicable Transfer Date, any terms and conditions of employment applicable to, or compensation and benefits provided to, any Business Employee or (y) that does not comply with applicable Law or the terms of any Benefit Plan. Without limiting the provisions of Section 6.6(g), Purchaser shall bear any costs related to, and shall indemnify and hold harmless Seller from and against, (i) any claims made by any Business 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)Severance Obligations, in each case, arising out of of, relating to or in connection with any of the following: (I) the failure of Buyer Purchaser or its applicable Affiliate to make offers of employment to, or continue the employment of, any Business Employee in accordance with this Agreement or as required by applicable Law (other than, for the avoidance of doubt, as a result of any Business Employee’s refusal to accept an offer of employment from, or rejection of an automatic transfer of employment to, Purchaser or any of its Affiliates prior to the Applicable Transfer Date) or as required under any Tripartite Agreement, and (iiII) any claims relating action taken on or after the Applicable Transfer Date by Purchaser or any of its Affiliates to terminate the employment of any Transferred Employee on or after the Closing DateEmployee, including in respect of (III), any act action or omission relating to the employment of any Transferred Employee on or after the Closing Date; provided, that prior to Closing, Seller will not, without first obtaining Buyer’s written consent, discuss (x) Buyer’s offer and acceptance process, or (y) future employment with, or provision of services to, Seller by Purchaser or any of its Affiliates (including, but not limited X) to amend or otherwise modify on or after the Applicable Transfer Date any terms and conditions of employment applicable to, providing or compensation and benefits provided to, any Transferred Employee or (Y) that does not comply with applicable Law, the terms of any Tripartite Agreement or other Contract, or the terms of any Assumed Benefit Plan, or (IV) any Business Employee’s refusal to accept an offer of employment from, or to the extent permitted by Law rejection of an automatic transfer of employment to, Purchaser or any of its Affiliates, which is primarily based on Purchaser proposing to make a competing offer or incentivematerial adverse change to the working conditions of any Business Employee without the Business Employee’s consent (and a Business Employee’s refusal based on the terms of the cash retention bonus offered to such Business Employee by Purchaser pursuant to Section 6.6(c) shall not be covered by this clause (IV), in each case, in any way with any individual who has been listed on Schedule 8.1).
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Severance Obligations. (a) Seller and Buyer The parties intend that the transactions contemplated by this Agreement Transaction shall not constitute a separation, termination or severance of employment of any Employee prior to or upon the consummation of the Acquisition Closing, including for the purposes of triggering Severance Obligations, and that the Employees will shall have continuous and uninterrupted employment immediately before and immediately after the Closing Date, and Buyer the Buyers shall comply with any requirements under applicable Law to ensure the same. Buyer The Buyers shall bear any costs related to, and shall defend, indemnify and hold harmless the Sellers and their respective Affiliates and members of the Seller Group from and against, (i) any claims made by any Employee for, or otherwise incurred, paid, provided or obligated to be provided by the Sellers or any of their respective Affiliates or any member of the Seller Group, as applicable, with respect to any Severance Obligations and for any statutoryother claim or Liability (whether related to compensation, contractual benefits 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 theretootherwise), in each case, arising out of of, relating to or in connection with any of the following: (i) the failure of Buyer the Buyers or any of their Subsidiaries to make offers of employment to, or continue the employment of, to any Employee in accordance with this Agreement, and Agreement or as required by applicable Law or Labor Contract; (ii) an Employee’s rejection of an offer by a Buyer or any claims relating of its Subsidiaries that does not comply with the requirements of this Section 5.10; or (iii) any action taken on or after the Closing Date by the Buyers or any of their Subsidiaries to terminate the employment of any Transferred Employee or which provides such Transferred Employee a right to terminate employment, including in the case of this clause (iii), any action or omission by the Buyers or any of their Subsidiaries (y) to amend or otherwise modify on or after the Closing DateDate any terms and conditions of employment applicable to, including in respect of any act or omission relating to the employment of compensation and benefits provided to, any Transferred Employee on or after (z) that does not comply with applicable Law or the Closing Date; providedterms of any Assumed Benefit Plan or applicable Labor Contract. The Sellers and their Affiliates (other than the Transferred Entities) shall bear any costs related to, that prior to Closingand shall indemnify and hold harmless the Buyers and their Affiliates from and against, Seller will not, without first obtaining Buyer’s written consent, discuss (x) Buyer’s offer and acceptance processany claims made by any Employee for, or (y) future employment withotherwise incurred, paid, provided or provision of services to, Seller obligated to be provided by the Buyers or any of its their Affiliates with respect to any Severance Obligations and for any other claim or Liability (includingwhether related to compensation, but not limited to, providing any Employee with a competing offer benefits or incentiveotherwise), in each case, arising out of, relating to or in connection with: (A) an Employee’s rejection of an offer by a Buyer or any way of its Subsidiaries that complies with the requirements of this Section 5.10; (B) an Employee’s rejection of an automatic transfer of employment to each Buyer or any individual who has been listed on Schedule 8.1of its Subsidiaries, to the extent the Buyers have complied with the requirements of this Section 5.10 with respect to such employee or (C) any Transferred Employee’s transfer (automatic or otherwise) of employment to or continuation of employment with Buyer or any of its Subsidiaries upon the Closing Date (that is not described in subclause (i), (ii) or (iii) of the immediately preceding sentence); provided that this clause (C) shall not apply to the extent any such Severance Obligations or other claims or Liabilities arise out of any failure of the Buyers to comply with their obligations under this Section 5.10, in which case such Severance Obligations or other claims or Liabilities shall instead be deemed to be the responsibility of the Buyers as if described in the immediately preceding sentence. The Sellers and their Affiliates (other than the Transferred Entities) shall bear any costs related to, and shall indemnify and hold harmless the Buyers and their Affiliates from and against, any claims made by any employee of the Seller or their Affiliates (other than an Employee) for any Severance Obligations or claims otherwise incurred, paid, provided or obligated to be provided by the Buyers or any of their Affiliates with respect thereto.
Appears in 1 contract
Severance Obligations. (ai) Seller and Buyer The parties intend that the transactions contemplated by this Agreement shall not constitute a separation, termination or severance of employment of any Business Employee prior to or upon the consummation of the Acquisition Applicable Closing and that the Business Employees will have continuous and uninterrupted employment immediately before and immediately after the Applicable Closing Date, and Buyer the parties shall comply with any requirements under applicable Law to ensure the same. Buyer The Seller shall bear any costs related to (to the extent not included as a Transaction Expense), and shall indemnify and hold harmless the Purchaser from and against, any claims made by any Business Employee for any Severance Obligations, in each case, arising out of, relating to or in connection with any of the following: (A) a Business Employee’s refusal to accept an offer of employment that complies with the terms of this Agreement from, or rejection of any automatic transfer of employment to, the Purchaser or any of its Subsidiaries, (B) any Transferred Employee’s transfer (automatic or otherwise) of employment to or continuation of employment with the Purchaser or any of its Subsidiaries upon the Applicable Closing Date or (C) any action taken on or prior to the Applicable Closing Date by the Seller Group (other than any such action the Seller Group takes on behalf or at the direction of the Purchaser or its Subsidiaries) to terminate the employment of any Business Employee or which provides such Business Employee a right to terminate employment, including in the case of this clause (C), any action or omission by the Seller Group (1) to amend or otherwise modify on or prior to the Applicable Closing Date any terms and conditions of employment applicable to, or compensation and benefits provided to, any Transferred Employee or (2) that does not comply with applicable Law or the terms of any Business Benefit Plan or applicable Labor Contract. The Purchaser shall bear any costs related to, and shall defend, indemnify and hold harmless the Seller from and against, (i) any claims made by any Business 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)Severance Obligations, in each case, arising out of of, relating to or in connection with any of the following: (x) the failure of Buyer the Purchaser or any of its Subsidiaries to make offers of employment to, or continue the employment of, any Business Employee in accordance with this Agreement, and Agreement or as required by applicable Law or a Labor Contract or (iiy) any claims relating action taken on or after the Applicable Closing Date by the Purchaser or any of its Subsidiaries to terminate the employment of any Transferred Business Employee or which provides such Business Employee a right to terminate employment, including in the case of this clause (y), any action or omission by the Purchaser or any of its Subsidiaries (1) to amend or otherwise modify on or after the Applicable Closing DateDate any terms and conditions of employment applicable to, including in respect or compensation and benefits provide to, any Business Employee or (2) that does not comply with applicable Law or the terms of any act Assumed Benefit Plan or omission relating to the employment of any Transferred Employee on or after the Closing Date; provided, that prior to Closing, Seller will not, without first obtaining Buyer’s written consent, discuss (x) Buyer’s offer and acceptance process, or (y) future employment with, or provision of services to, Seller or any of its Affiliates (including, but not limited to, providing any Employee with a competing offer or incentive), in each case, in any way with any individual who has been listed on Schedule 8.1applicable Labor Contract.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (Pitney Bowes Inc /De/)
Severance Obligations. (a) Seller and Buyer The Parties intend that the transactions contemplated by this Agreement shall not constitute a separation, termination termination, or severance of employment of any Transferred Employee prior to or upon the consummation of the Acquisition and that Closing. Without limiting the Employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Dateprovisions of this Section 6.6(i), and Buyer shall comply with any requirements under applicable Law to ensure the same. Buyer Seller shall bear any costs related to, and shall defendindemnify and hold harmless Purchaser and its Affiliates from and against, any claim made against Purchaser (or Purchaser’s 39 249717839 v15 Affiliate) by any Business Employee for any Severance Obligations, in each case, arising out of, relating to, or in connection with any of the following: (i) any Business Employee’s refusal, prior to the Closing, to accept an offer of employment from, or rejection of an automatic transfer of employment to, Purchaser (or any of its Affiliates) (save where the Business Employee’s refusal to accept an offer of employment or rejection of an automatic transfer of employment to Purchaser or any of its Affiliates is primarily based on Purchaser proposing to make a material adverse change to the terms and conditions of employment of any such Business Employee without consent of such Business Employee) and (ii) any action taken by Seller or its Subsidiaries to terminate the employment of any Business Employee or individual who would otherwise have been a Business Employee but for such action or which provides such individual a right to terminate employment, including any action or omission by Seller or its Subsidiaries (x) to amend or otherwise modify, on or prior to the Closing, any terms and conditions of employment applicable to, or compensation and benefits provided to, any Business Employee or (y) that does not comply with applicable Law or the terms of any Benefit Plan. Without limiting the provisions of Section 6.6(i), Purchaser shall bear any costs related to, and shall indemnify and hold harmless Seller from and against, (i) any claims made by any Transferred 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)Severance Obligations, in each case, arising out of of, relating to or in connection with any of the following: (I) the failure of Buyer Purchaser or its applicable Affiliate to make offers of employment to, or continue the employment of, any Transferred Employee in accordance with this AgreementAgreement or as required by applicable Law (other than, for the avoidance of doubt, as a result of any employee’s rejection of an automatic transfer of employment to, Purchaser or any of its Affiliates prior to the Closing in which case they would become a Retained Employee), and (iiII) any claims relating Business Employee’s rejection of an automatic transfer of employment to the employment of any Transferred Employee on or after the Closing Date, including in respect of any act or omission relating to the employment of any Transferred Employee on or after the Closing Date; provided, that prior to Closing, Seller will not, without first obtaining Buyer’s written consent, discuss (x) Buyer’s offer and acceptance process, or (y) future employment with, or provision of services to, Seller Purchaser or any of its Affiliates (including, but not limited to, providing any Employee with and becoming a competing offer or incentiveRetained Employee), in each case, in which is primarily based on Purchaser proposing to make a material adverse change to the terms and conditions of employment of any way with any individual who has been listed on Schedule 8.1such Retained Employee without consent of such Business Employee.
Appears in 1 contract
Severance Obligations. (ai) Seller and Buyer The parties intend that the transactions contemplated by this Agreement shall not constitute a separation, termination or severance of employment of any Business Employee prior to or upon the consummation of the Acquisition Closing and that the Business Employees will have continuous and uninterrupted employment immediately before and immediately after the Closing Date, and Buyer the Purchaser shall comply with any requirements under applicable Law to ensure the same. Buyer The Purchaser shall bear any costs related to, and shall defend, indemnify and hold harmless the Seller from and against, (i) any claims made by any Business 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)Severance Obligations, in each case, arising out of of, relating to or in connection with any of the following: (A) the failure of Buyer the Purchaser or any of its Subsidiaries to make offers of employment to, or continue the employment of, any Business Employee in accordance with this AgreementAgreement or as required by applicable Law or a Labor Contract, and (iiB) any claims relating Transferred Employee’s transfer (automatic or otherwise) of employment to or continuation of employment with the Purchaser or any of its Subsidiaries upon the Closing Date or (C) any action taken on or after the Closing Date by the Purchaser or any of its Subsidiaries to terminate the employment of any Transferred Employee or which provides such Transferred Employee a right to terminate employment, including in the case of this clause (C), any action or omission by the Purchaser or any of its Subsidiaries (1) to amend or otherwise modify on or after the Closing DateDate any terms and conditions of employment applicable to, including in respect of any act or omission relating to the employment of compensation and benefits provided to, any Transferred Employee on or after the Closing Date; provided, that prior to Closing, Seller will not, without first obtaining Buyer’s written consent, discuss (x) Buyer’s offer and acceptance process, or (y2) future employment with, that does not comply with applicable Law or provision the terms of services to, Seller any Assumed Benefit Plans or any of its Affiliates (including, but not limited to, providing any Employee with a competing offer or incentive), in each case, in any way with any individual who has been listed on Schedule 8.1applicable Labor Contract.
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