Common use of Comparable Benefits Clause in Contracts

Comparable Benefits. The Buyers and the Sellers shall use commercially reasonable efforts to take any and all required actions necessary to minimize to the greatest extent practicable the possibility that severance benefits and/or government-required termination liabilities shall be payable to an Employee as a consequence of the consummation of the transactions contemplated herein regardless of whether such Employee becomes employed by the Buyers or one of their Affiliates (including the Transferred Subsidiaries and the Indirect Subsidiaries) automatically or by the acceptance of any offer of employment; provided, however, that to the extent the payment of severance benefits and/or government-required termination liabilities to any such Employee is nevertheless required as a result of the consummation of the transactions contemplated by this Agreement and the consequent transfers of employment, such severance benefits and government-required termination liabilities shall be the sole responsibility of Mallinckrodt UK unless resulting solely from Buyers’ failure to provide offers or terms and conditions of employment that would be required by Law to prevent such severance benefits or government-required termination liabilities from arising as a result of the transactions contemplated by this Agreement.