Severance Expenses Sample Clauses
Severance Expenses. If, upon termination of this Agreement, (i) New Facility Employer does not offer employment to any Facility-Level Employee or Facility Corporate Employee, and (ii) as a direct result of the termination of this Agreement, the Manager terminates the employment of such employee, the Company will be solely responsible for, and shall reimburse the Manager for all costs incurred by the Manager associated with the failure of the New Facility Employer to provide employment to any Facility-Level Employee or Facility Corporate Employee, including, but not limited to, any severance or additional compensation. The Manager shall provide evidence of such severance costs and any other documentation or support reasonably requested by the Company prior to any such payment by the Company.
Severance Expenses. (a) Notwithstanding anything contained in this Agreement to the contrary (including any provision contained in Article VIII), but subject to the limitations and procedures set forth in this Section 2.3, the Sellers shall, jointly and severally, indemnify, defend, hold harmless and reimburse Buyer for up to $1,250,000 of Severance Expenses (the “Severance Cap”).
(b) As promptly as practicable after the end of the Severance Period and in any event no later than twenty (20) days thereafter (the “Severance Claim Period”), the Buyer shall deliver to the US Seller a written statement (the “Severance Statement”) setting forth the Buyer’s good faith calculation of the total, aggregate amount of Severance Expenses (the “Severance Amount”), together with reasonably detailed supporting documentation for such calculation and any additional documentation and information reasonably requested by the US Seller (which shall be promptly provided by the Buyer) and specifying in reasonable detail (i) the individual items of Severance Expenses included in the Severance Statement, (ii) the date each such item of Severance Expenses was incurred or paid, and (iii) a brief description (to the extent available to Buyer) of the facts, circumstances or events giving rise to each item of Severance Expenses based on such Buyer’s good faith belief thereof, including the identity and address of any terminated Transferred Employee, UK Transferred Employee or PL Transferred Employee for which Severance Expenses are being claimed. For a period of thirty (30) days after Buyer provides the Severance Statement to US Seller, US Seller shall have the opportunity to review and comment on such Severance Statement, and the parties shall cooperate in good faith for a period of ten (10) days thereafter to resolve any differences they have with respect to the Severance Amount. If Buyer and US Seller are unable to resolve such differences during such time, all items then remaining in dispute with respect to the Severance Statement shall be submitted to the Accounting Firm for review and resolution, pursuant to procedures substantially similar to those set forth in Section 2.1(h). All fees and expenses, if any, relating to the work to be performed by the Accounting Firm will be shared substantially in accordance with Section 2.1(h). The Severance Statement shall be revised in accordance with all resolutions conclusively agreed upon by Buyer and US Seller or, in the absence thereof, as resolved by the Ac...
Severance Expenses. Any severance or change of control payments due to OMI executives or general and administrative or other “on-shore” employees upon or in connection with the closing of the Tender Offer or the Merger and arising on or prior to the Distribution Date shall be equally divided between TK Holdings and Torm pursuant to Section 2.3(a)(v). If one Party hires any OMI “on-shore” employee who has a contingent severance or change of control arrangement at OMI and continues to employ such individual as of the Distribution Date, the hiring Party shall be entitled to a preferential payment pursuant to Section 7.2.1(c)(ii) in an amount equal to 50% of the severance or change of control payment that would otherwise have been payable to such individual. If any seafaring employees of OMI are terminated prior to the Distribution Date, TK Holdings and Torm shall each be responsible for 50% of any related severance cost pursuant to Section 2.3(a)(v); provided, however, that if such termination occurs prior to the expiration of the seafarer’s then-existing contract period, the Party who will receive the Vessel on which such seafarer works shall be solely responsible for any increase in the severance cost due to termination prior to the expiration of such period.