Common use of Severances Clause in Contracts

Severances. (a) If the employment of any of the employees of the Company and/or any Subsidiary is terminated on or prior to the expiration of ninety (90) days following Closing, Buyer shall be entitled to immediately receive from the Holdback Consideration any severance, notice and/or other similar payment required to be paid to such employee under any agreement entered into prior to Closing which is over and above minimum statutory obligations (if any) and the Escrow Agent shall be immediately directed by the Stockholders’ Representative and the Buyer accordingly. (b) If the employment of the current chief financial officer, ▇▇▇▇▇▇▇ ▇▇▇▇, is terminated on or prior to the expiration of twelve (12) months following Closing, Buyer shall be entitled to receive from the Holdback Consideration the entire severance, notice and/or other similar payment made (under any contract entered into by the Company prior to the Closing Date) to ▇▇. ▇▇▇▇ that is not otherwise fully provided for as an accrual in the Estimated Closing Balance Sheet, and the Escrow Agent shall be immediately directed by the Stockholders’ Representative and the Buyer accordingly. (c) The Stockholders agree to terminate their employment by the Company effective upon the Closing. Immediately prior to the Closing, the Company shall pay from its cash reserves to the Stockholders their outstanding employee expenses that are reasonable and substantiated, and accrued but unpaid paid time off as the Company would ordinarily be legally required to pay to an employee who resigns his employment. Following the Closing, the Stockholders jointly and severally warrant and represent that none of the Company, any Subsidiary, the Buyer, the Merger Subsidiary or the Surviving Company shall have any obligation whatsoever in relation to any severance, redundancy, notice or other payments to the Stockholders on account of their termination.