Termination Liabilities. Following termination of employment from the Purchaser, a Transition Employee will be paid an amount equal to the severance pay such employee is entitled to under the Transitional Severance Plan, with the aggregate cost of such plan to be divided equally between the Purchaser and the Seller Entities. Any other costs associated with the termination of such employment (including, without limitation, any liability assessed under the Workers Adjustment Retraining and Notification Act (the "WARN Act") or any Seller severance policy) shall be borne by the Seller Entities.
Termination Liabilities. 2.1 Termination Liabilities for each terminated Launch Service provided via a Longterm Launch Services Agreement shall be as follows: Atlas IIAS Termination Liability *
Termination Liabilities. (i) For the purposes of this Section 9.1B, “Wholesale Severance Costs” means the costs incurred by Bear Canada or Buckeye Canada, as applicable, in providing a Canada Wholesale Business Employee or Transferred Canada Wholesale Business Employee, as the case may be, with all of his or her legal entitlements upon termination of employment including, without limitation, accrued and outstanding wages, vacation pay and other compensation through the last date of the employee’s employment; statutory notice or pay in lieu of such notice and severance pay under applicable provincial employment standards legislation; reasonable notice or pay in lieu of such notice under the common law; reasonable notice or pay in lieu of such notice under any applicable contract or agreement; benefit continuation or compensation in lieu of benefit continuation through the applicable statutory or common law notice period; and any other costs incurred in good faith, acting reasonably, to secure a settlement of any and all claims that a Canada Wholesale Business Employee or Transferred Canada Wholesale Business Employee, as the case may be, might have arising out of the termination of his or her employment.
Termination Liabilities. All expenses charged under paragraphs (A) and (B) of this Article shall be deducted and paid by the Owner out of any moneys then due or to become due the Contractor under this Contract; and in such accounting the Owner shall not be held to obtain the lowest figures, by competitive bid or otherwise, for the work of completing the Contract or any part thereof, or for insuring its proper completion, or for the additional force, equipment and plant that may be employed, but all sums actually paid therefore shall be charged to the Contractor. In case the expenses charged are less than the sum which would have been payable under this Contract if the same had been completed by the Contractor, the Contractor shall be entitled to receive the difference, and in case such expenses shall exceed the said sum, the Contractor shall pay the amount of the excess to the Owner, upon completion of the work.
Termination Liabilities. Liabilities, obligations or responsibilities of Company relating to the employment or termination of employment by Company of any individual (including, but not limited to, any employee of Company), except as expressly assumed by the Buyer pursuant to Section 6.1 hereof.
Termination Liabilities. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall be responsible and liable for Severance Costs in respect of any Transferred Employee whose employment is terminated by the Purchaser or any of its Affiliates after the Closing Date. Purchaser shall recognize each Transferred Employee’s time of service with the Company prior to Closing for all purposes. The Company shall be responsible and liable for Severance Costs in respect of any Non-Transferred Employee whose employment is terminated by the Company before, on or after the Closing Date.
Termination Liabilities. Buyer shall be responsible for and shall perform and discharge all Liabilities that arise out of employment by Buyer of the Transferred Employees following the Closing. Buyer shall also assume, be responsible for and pay all of the following Liabilities of Seller or any of its Affiliates that arise out of the termination of any Transferred Employee’s employment with Seller or such Affiliate:
(i) any Liabilities for amounts owed to such Transferred Employees related to employment with Seller or an Affiliate, including, but not limited to accrued vacation, paid time off, sick leave or similar benefits attributable to periods of employment or service of such Transferred Employees with Seller or any of its Affiliates (“Accrued Employee Obligations”);
(ii) any Liabilities of Seller or any of its Affiliates or administrators to Transferred Employees under any employee benefit plans of Seller or its Affiliates, or under the ERISA, COBRA or the WARN Act or any similar Laws, that arises out of the termination of such Transferred Employee’s employment with Seller or any of its Affiliates, including but not limited to health care continuation coverage for such Transferred Employees with respect to plans established or maintained by Seller or any such Affiliate;
(iii) any Liability for severance payments or other termination benefits to any Transferred Employee which accrues or becomes payable during the period of such Transferred Employee’s employment or service with Seller or any of its Affiliates or that arises out of the termination of such Transferred Employee’s employment with Seller or any of its Affiliates or any Liability of Seller or any of its Affiliates under similar provisions which provide for payment of consideration upon the completion of the transactions contemplated herein to any Transferred Employee; or
(iv) any Liability arising out of any claims against Seller or any of its Affiliates of discrimination or wrongful or constructive termination under applicable Laws or otherwise in connection with or arising out of the termination of any Transferred Employee by Seller in order to permit the Transferred Employee to commence employment with Buyer. The employment offer made by Buyer to each Listed Employee shall provide for the agreement of such Listed Employee to the assumption and discharge by Buyer of all Accrued Employee Obligations with respect to such Listed Employee, subject to such Listed Employee becoming a Transferred Employee. Buyer shall be ...
Termination Liabilities. (a) The Purchasers may terminate this Agreement, by notice to the Company, at any time at or prior to the Closing Time (i) if there has been, since the time of execution of this Agreement or since the Audit Date, any material adverse change in the business, management, operations, affairs, condition (financial or otherwise) assets, property, prospects or results of operations of the Company and its Subsidiaries and the Railcar Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there has occurred any material adverse change in the financial markets in the United States or the international financial markets, any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the judgment of the Purchasers, impracticable to resell the any Security or to enforce contracts for the sale of the Securities, or (iii) if trading generally on the American Stock Exchange or the New York Stock Exchange or in the Nasdaq National Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by any of said exchanges or by such system or by order of the Commission, the National Association of Securities Dealers, Inc. or any other governmental authority, or (iv) if a banking moratorium has been declared by either Federal or New York authorities.
(b) If this Agreement is terminated pursuant to this Section 13.04, such termination shall be without liability of any party to any other party except as provided in Section 13.01 hereof, and provided further that Sections 1, 13.02, 13.03, 14.08 and 14.11 shall survive such termination and remain in full force and effect.
Termination Liabilities. In the event this Agreement is terminated pursuant to Section 12.1 above, no party hereto shall have any liability to any other party hereto for costs, expenses, damages, loss of anticipated profits or otherwise; provided, that if termination occurs because of any misrepresentation or breach of warranty herein by a party hereto, such termination shall not preclude any rights that the other party hereto may have against such party for costs, expenses, damages, loss of anticipated profits or otherwise on account of such party's misrepresentation or breach.
Termination Liabilities. If this Agreement is terminated pursuant to any of its provisions, the Company and the Selling Stockholder shall not be under any liability to any Underwriter, and no Underwriter shall be under any liability to the Company or the Selling Stockholder, except that (A) if this Agreement is terminated by the Representatives or the Underwriters because of any failure, refusal or inability on the part of the Company or the Selling Stockholder to comply with the terms or to fulfill any of the conditions of this Agreement, the Company will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and disbursements of their counsel) incurred by them in connection with the proposed purchase and sale of the Shares or in contemplation of performing their obligations hereunder and (B) no Underwriter who shall have failed or refused to purchase the Shares agreed to be purchased by it under this Agreement, without some reason sufficient hereunder to justify cancellation or termination of its obligations under this Agreement, shall be relieved of liability to the Company, to the Selling Stockholder or to the other Underwriters for damages occasioned by its failure or refusal.
