Severance or Other Termination Liabilities. Purchaser and its Subsidiaries shall be solely responsible for any severance, redundancy, long service, notice or garden leave pay, or similar payments, contributions or benefits (collectively, “Termination Expenses”) that may become payable to any Business Employee arising out of or in connection with the transactions contemplated by this Agreement (whether or not such Business Employee becomes a Transferred Employee), including any Termination Expenses that are required to be paid by applicable Law, that may become payable to any Business Employee who does not become an employee of Purchaser or its Subsidiaries because Purchaser or its Subsidiaries fail to take all actions required by applicable Law to effectuate such Business Employee’s transfer, because such Business Employee rejects an offer of employment made in compliance with this Section 6.6, refuses to transfer employment, or otherwise challenges such transfer of employment; provided, however, that Seller Parent and its Affiliates shall retain any Termination Expenses that may become payable in connection with the Seller Internal Restructurings (collectively, the “Seller Retained Severance Liabilities”), which shall be Retained Liabilities for all purposes hereunder. If Purchaser or any of its Subsidiaries becomes liable for, or is legally required to make, severance, redundancy, long service, notice or garden leave pay, or similar payments, contributions or benefits to or on behalf of any Business Employee as a result of the transactions contemplated by this Agreement (whether or not such Business Employee becomes a Transferred Employee), all such payments and any related costs and expenses paid or incurred by Purchaser or its applicable Subsidiary, other than any Seller Retained Severance Liabilities, shall be Purchaser Assumed Employee Liabilities. Seller Parent and its Affiliates shall consult with Purchaser prior to paying or committing to pay severance to a Business Employee who rejects an offer of employment made in compliance with this Section 6.6, refuses to transfer employment, or otherwise challenges such transfer of employment.
Severance or Other Termination Liabilities. Buyer 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 that directly relates to a termination of employment caused by Buyer or one of its Affiliates that occurs on or following the Closing Date.
Severance or Other Termination Liabilities. Except as explicitly provided in this Section 9.3(b) regarding Business Employees who do not accept employment pursuant to an offer than is not a Comparable Offer or Section 9.3(i) with respect to the WARN Act, Seller and its Affiliates shall be solely responsible for any severance, termination indemnity, redundancy or similar termination payments or benefits, that may become due or payable to any Business Employee or other current or former employee of Seller or any Seller Subsidiary who is not a Business Employee; provided, that for the avoidance of doubt, this Section 9.3(b) shall not obligate Seller or its Affiliates to provide any severance or similar payments or benefits not otherwise required by the terms of any applicable Seller Benefit Plan. Purchaser and its Affiliates shall be solely responsible for any severance, termination indemnity, redundancy or similar termination payments or benefits that may become payable to any Business Employee who does not become an employee of Purchaser or its Affiliates because such Business Employee does not accept an offer of employment that is not a Comparable Offer or otherwise challenges such transfer of employment on the basis of any such offer. For the avoidance of doubt, Purchaser and its Affiliates shall be solely responsible for any severance, termination indemnity, redundancy or similar termination payments or benefits that may become payable to any Transferred Employee on or following the Closing Date.
Severance or Other Termination Liabilities. (i) The Seller Group and Purchaser and its Affiliates shall be equally (on a 50/50 basis) responsible for any severance, redundancy or similar termination payments or benefits that become payable to any Business Employee arising out of or in connection with the transactions contemplated by this Agreement, including any amounts paid or payable to any Business Employee who does not become an employee of Purchaser or its Affiliates because such Business Employee rejects an offer of employment or transfer of employment or refuses to transfer employment or does not accept an offer of employment or offer to transfer employment or otherwise challenges such transfer of employment pursuant to Section 6.1 (such Liabilities, including the employer portion of any employment Taxes attributable thereto, collectively referred to herein as the “Employee Transaction Liabilities”). Any Liabilities that arise under circumstances related to Purchaser’s failure to comply with this Agreement, and any Liabilities that arise as a result of actions taken by Purchaser or its Affiliates in respect of the Business or a Transferred Employee on or following the Closing Date, shall not be considered an Employee Transaction Liability subject to the cost sharing of the first sentence hereof and shall be the sole Liability of Purchaser and its Affiliates.
Severance or Other Termination Liabilities. If Purchaser or its Affiliates fail to comply with this Article VI, including by not making any Offer Employee an offer of employment in accordance with the terms of Section 6.1, then Purchaser and its Affiliates shall be solely responsible for any severance, termination indemnity, redundancy or similar termination payments or benefits that may become payable to any such Business Employee.
Severance or Other Termination Liabilities. Provided that Parent complies with its obligations under this Article VI (including for the avoidance of doubt Section 6.1 and Section 6.2(a)) and applicable Law, Seller and its Affiliates shall be solely responsible for any severance, termination indemnity, redundancy or similar termination payments or benefits that may become payable to any Business Employee or Former Business Employee before, or arising out of or in connection with the transactions contemplated by this Agreement (“Termination Payments”). Parent or its Affiliates shall be solely responsible for (i) any Termination Payments that may arise as a result of Parent or its Affiliates not complying with any of their obligations under this Article VI (including for the avoidance of doubt Section 6.1 and Section 6.2(a)) or applicable Law, and (ii) any severance, termination indemnity, redundancy or similar termination payments or benefits that may become payable to any Transferred Employee in connection with any termination of employment that is initiated and that occurs after the Closing.
Severance or Other Termination Liabilities. Purchaser or its Affiliates shall bear all the Liabilities relating to, and shall indemnify and hold harmless the Seller Indemnitees from and against, (A) any claims made by or on behalf of any Business Employee for any statutory or common law severance or other separation benefits, any contractual or other severance or separation benefits and any other legally mandated payment obligations (including any compensation payable during a mandatory termination notice period and any payments pursuant to a Judgment of a court having jurisdiction over the parties hereto) and for any other claim or Liability (whether related to compensation, benefits or otherwise), in each case, directly or indirectly arising out of or in connection with (x) the failure of Purchaser or its Affiliates to make an offer of employment to, or continue the employment of, any Business Employee or any other individual who is entitled to transfer to Purchaser or its Affiliates upon the occurrence of the Closing by operation of Law, in each case, in accordance with this Agreement or applicable Law or (y) any Business Employee’s refusal to accept an offer of employment from (or to commence employment with), or any objection to the automatic transfer of employment to, Purchaser or its Affiliates; provided that, Purchaser’s obligation to bear all Liabilities and indemnity and hold harmless the Seller Indemnitees pursuant to this subclause (A) shall in no event exceed $500,000 in the aggregate, and (B) any claims relating to the employment, compensation or benefits of any Transferred Employee on or after the date the Transferred Employee becomes a Transferred Employee, including in respect of any act or omission relating to Purchaser’s or any of its Affiliates’ employment of any Transferred Employee on or after the date the Transferred Employee becomes a Transferred Employee.
Severance or Other Termination Liabilities. Seller and its Affiliates shall be solely responsible for any severance, termination indemnity, redundancy or similar termination payments or benefits that may become payable to any Business Employee (“Severance Liabilities”) who does not accept Purchaser’s offer of employment that is a Comparable Offer. For the avoidance of doubt, Purchaser shall not be responsible for any Severance Liabilities obligations for any Business Employee who is not offered or does not accept employment with Purchaser, so long as Purchaser has made a Comparable Offer to at least ninety percent (90%) of the Business Employees (the “Requisite Retention Amount”); provided that, if Purchaser does not make a Comparable Offer to at least the Requisite Retention Amount, Purchaser shall be responsible for the Severance Liabilities for the shortfall of such number of Business Employees below the Requisite Retention Amount. Further, this Section 9.3(b) shall not obligate Seller or its Affiliates to provide any severance or similar payments or benefits not otherwise required by the terms of any applicable Business Employee Benefit Plan.
Severance or Other Termination Liabilities. Seller and its Affiliates: (i) shall within thirty (30) calendar days after the Closing Date, terminate the employment of any Business Employee who rejects a Comparable Offer, (ii) shall not during the period of eighteen (18) months after the Closing Date, without the prior written consent of Purchaser, re-employ any Business Employee so terminated and (iii) shall be solely responsible for any severance, termination indemnity, redundancy or similar termination payments or benefits that may become payable to any Business Employee who rejects a Comparable Offer. Purchaser and its Affiliates shall be solely responsible for any severance, termination indemnity, redundancy or similar termination payments or benefits that may become payable to any Business Employee who does not become an employee of Purchaser or its Affiliates because such Business Employee rejects or does not accept an offer of employment that is not a Comparable Offer.
Severance or Other Termination Liabilities. The Buyer and its Affiliates shall be solely responsible for any severance, redundancy, long-service, notice or garden leave pay, or similar payments, contributions or benefits that may become payable to any Employee as a result of circumstances arising (x) following the Closing Date or (y) to the extent arising as a result of the Buyer’s or its Affiliate’s failure to comply with its obligations set forth in Section 6.1(a) and Section 6.3(a) hereof (“Buyer Termination Liabilities”). The Company and any of its Affiliates shall be solely responsible for any severance, redundancy, long-service, notice or garden leave pay, or similar payments, contributions or benefits that may become payable to any Employee as a result of circumstances arising prior to or on the Closing Date that are not Buyer Termination Liabilities. For the avoidance of doubt, Buyer Termination Liabilities shall be Buyer Assumed Employee Liabilities (and the Buyer shall, or shall cause its Affiliates to, reimburse the Company or its applicable Affiliate in accordance with Article VI to the extent arising). If the Buyer or any of its Affiliates becomes liable for, or is legally required to make, severance, redundancy, long service, notice or garden leave pay, or similar payments, contributions or benefits to or on behalf of any Employee as a result of circumstances arising prior to or on the Closing Date, all such payments and any related costs and expenses paid or incurred by the Buyer or its applicable Affiliates that are not Buyer Termination Liabilities shall be Company Retained Liabilities (and the Company shall, or shall cause its Subsidiaries to, reimburse the Buyer or its applicable Affiliate in accordance with Article VI).
