Common use of Severance or Other Termination Liabilities Clause in Contracts

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. Other than the Purchaser Severance Amount, the Purchased Entity and its Subsidiaries shall be solely responsible for any severance, redundancygratuity, long serviceannual leave, notice or garden leave payencashment, termination indemnity, redundancy or similar payments, contributions termination payments or benefits (collectivelyincluding compensation and benefits payable during any applicable notice period and retrenchment compensation, “Termination Expenses”if applicable, payable under the applicable Law(s) pursuant to transfer of any Business Employee) 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)Agreement, including any Termination Expenses that are required to be amounts paid by applicable Law, that may become or 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, a Transferred Employee because such Business Employee rejects or does not accept an offer of employment made in compliance with this Section 6.6, or transfer of employment or refuses to transfer employment, employment or otherwise challenges such transfer of employment; providedemployment pursuant to Section 6.1. Purchaser shall be solely responsible for any severance, howevergratuity, that Seller Parent annual leave, encashment, termination indemnity, redundancy or similar termination payments or benefits (including compensation and its Affiliates shall retain benefits payable during any Termination Expenses applicable notice period and retrenchment compensation, if applicable, payable under the applicable Law(s) pursuant to transfer of any Business Employee) that may become payable in connection to any Business Employee solely arising as the result of Purchaser’s or its Subsidiaries’ noncompliance with the Seller Internal Restructurings applicable Law or this Agreement, including, but not limited to, failure to offer (or cause to be offered) employment to any Business Employee on terms consistent with Section 6.1 (collectively, the “Seller Retained Purchaser Severance LiabilitiesAmount”), 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. Purchaser The Purchasers and its their Subsidiaries shall be solely responsible for any severance, redundancytermination indemnity, long service, notice or garden leave pay, redundancy or similar payments, contributions termination payments 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)Agreement, including any Termination Expenses that are required to be amounts paid by applicable Law, that may become or payable to any Business Employee who does not become an employee of Purchaser the Purchasers or its their 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 or does not accept an offer of employment made in compliance with this Section 6.6, or transfer of employment or refuses to transfer employment, employment or otherwise challenges such transfer of employmentemployment pursuant to Section 6.1, provided that the Purchasers’ and their Subsidiaries’ obligation pursuant to this sentence shall be limited to an aggregate amount specified in Section 6.2(b) of the Seller Disclosure Schedule (the “Severance Cap”); provided, however, that Seller Parent and its Affiliates the Severance Cap shall retain any Termination Expenses that may become payable not apply to the extent a Liability arises out of or in connection with the Purchasers’ or their Subsidiaries’ noncompliance with applicable Law or the terms of this Agreement. In addition, to the extent that Seller Internal Restructurings or its Affiliates (collectively, other than the “Seller Retained Severance Liabilities”), which shall be Retained Liabilities for all purposes hereunder. If Purchaser or any of its Subsidiaries becomes Purchased Entities) become liable for, or is are legally required to make, severance, redundancy, long service, notice termination indemnity or garden leave pay, or similar other termination payments, contributions or benefits to or on behalf of any Business Employee as a result of the transactions contemplated by this Agreement Agreement, the Purchasers shall, or shall cause their Affiliates to, reimburse Seller, as soon as practicable but in any event within thirty (whether or not such Business Employee becomes a Transferred Employee)30) days of receipt from Seller of an invoice, for all such payments and any related payments, costs and expenses for which the Purchasers or their Subsidiaries are liable pursuant to the immediately preceding sentence that are actually paid or incurred by Purchaser Seller or its applicable Subsidiary, Affiliates (other than the Purchased Entities), including 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, social security or otherwise challenges such transfer of employmentother Taxes or any employer contributions, as required by applicable Law, Contract, Collective Bargaining Agreement or Seller Benefit Plan.

Severance or Other Termination Liabilities. Purchaser Seller and its Subsidiaries Affiliates shall be solely responsible for (i) any severance, redundancytermination indemnity, long service, notice or garden leave pay, redundancy or similar payments, contributions termination payments 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)Agreement, including any Termination Expenses that are required to be amounts paid by applicable Law, that may become or payable to any Business Employee who does not become an employee of Purchaser Purchasers or its Subsidiaries because Purchaser or its Subsidiaries fail to take all actions required by applicable Law to effectuate such Business Employee’s transfer, their Affiliates because such Business Employee rejects or does not accept an offer of employment made in compliance with this Section 6.6, or transfer of employment or refuses to transfer employment, employment or otherwise challenges such transfer of employment; providedemployment pursuant to ‎Section 6.1, however, that Seller Parent and its Affiliates shall retain any Termination Expenses that may unless (A) such payments or benefits become payable due to Purchasers’ failure to comply with this ‎Article VI, or (B) with respect to the Business Employees located in connection Denmark and Brazil, such payments or benefits are required to be paid by Law without regard to whether the applicable Business Employee accepts (or objects to the terms of) such offer or transfer, and (ii) any Liabilities related to obligations to notify and/or consult in compliance with a Collective Bargaining Agreement or applicable Law, unless such Liabilities arise as a result of an act or omission of the Seller Internal Restructurings (collectively, Purchasers or one of their Affiliates in respect of such notification and/or consultation obligations. To the “Seller Retained Severance Liabilities”), which shall be Retained Liabilities for all purposes hereunder. If Purchaser extent that Purchasers or any of its Subsidiaries becomes their Affiliates become liable for, or is are legally required to make, severance, redundancy, long service, notice termination indemnity or garden leave pay, or similar other termination payments, contributions or benefits to or on behalf of any Business Employee as a result of the transactions contemplated by this Agreement for which Seller is responsible pursuant to the immediately preceding sentence, Seller shall, or shall cause its Affiliates to, reimburse Purchasers, as soon as practicable but in any event within thirty (whether or not such Business Employee becomes a Transferred Employee)30) days of receipt from Purchasers of an invoice, for all such payments and any related payments, costs and expenses actually paid by Purchasers or incurred their Affiliates, including any employment, social security or other Taxes or any employer contributions, as required by Purchaser applicable Law, Contract, Collective Bargaining Agreement or Seller Benefit Plan. For clarity, the Purchasers shall be responsible for, and shall indemnify the Seller’s and its applicable Subsidiary, Affiliates against any (x) severance Liabilities in respect of Transferred Employees (other than any Seller Retained Severance Liabilitiessuch Transferred Employees who challenge their transfers, for which the Liability shall be Purchaser Assumed apportioned as set forth in the first sentence of this ‎Section 6.2(b)) and (y) Liabilities arising out of or connected with any TUD Employee Liabilities. Seller Parent and its Affiliates shall consult with Purchaser prior objecting 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 the transfer of employmenttheir employment to the relevant Affiliate of the Purchasers as a result of Purchasers’ proposal to make any changes to such TUD Employee’s working conditions to their detriment in violation of ‎Section 6.1(b).

Severance or Other Termination Liabilities. (i) The Seller Group and Purchaser and its Subsidiaries Affiliates shall be solely equally (on a 50/50 basis) responsible for any severance, redundancy, long service, notice or garden leave pay, redundancy or similar payments, contributions termination payments 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)Agreement, including any Termination Expenses that are required to be amounts paid by applicable Law, that may become or 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, Affiliates because such Business Employee rejects an offer of employment made in compliance with this Section 6.6, or transfer of employment or refuses to transfer employment, employment or does not accept an offer of employment or offer to transfer employment or otherwise challenges such transfer of employmentemployment 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. (ii) The Seller Group and Purchaser and its Affiliates shall cooperate to take commercially reasonable steps to reduce, to the extent possible, the likelihood that Employee Transaction Liabilities will become payable; provided, however, that in no event shall Seller Parent and Group be obligated to retain a Business Employee following the Closing. (iii) If the Seller Group or Purchaser or 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 are legally required to make, severanceor make a payment, redundancythat constitutes a Liability that is to be borne (in full or in part) by the other Person under Section 6.2(b)(i), long servicethe Person that does not directly incur such Liability shall reimburse the Person incurring the Liability as soon as practicable but in any event within thirty (30) days of receipt from the other Person of appropriate verification, notice or garden leave pay, or similar for all 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 actually 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 employmentPerson.