SEVERANCE AND TERMINATION PAYMENTS Sample Clauses

SEVERANCE AND TERMINATION PAYMENTS. (a) Upon expiration of the Term of Employment pursuant to this Agreement, or upon termination of the Term of Employment by either party pursuant to Section 3.2 hereof, or in the event of termination of the Term of Employment by the Employer as a result of the death or Disability of the Employee or for Cause, then the Employee shall be entitled to receive any compensation that has been earned or accrued but not paid through the date of termination, and any other compensation or benefits to which the Employee is entitled under any pension, retirement or disability plan provided as part of the employee benefit programs for eligible employees of the Employer following such termination, and Employer shall have no further liability or obligation to the Employee under or pursuant to this Agreement.
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SEVERANCE AND TERMINATION PAYMENTS. Seller shall (i) be solely liable for all severance payments and other Seller Liabilities with respect to employees of Seller which result from the transfer of the Purchased Assets hereunder and the termination of employment of employees by Seller, including accrued but unpaid vacation, sick leave and similar items (except accrued liabilities for Transferred Employees as set forth on Schedule 1.3(ii)), and (ii) indemnify and hold harmless Buyer and its directors, officers and Affiliates from and against any and all Damages, that any of the aforesaid may suffer or incur by reason of or relating to any Seller Liabilities referred to in subsection (i). All such severance and termination payments are identified on Schedule 3.7. In addition, notwithstanding anything to the contrary herein, Seller shall be solely liable for any and all severance and termination payments and all layoff and supplemental unemployment benefits payable in the respective amounts for Transferred Employees which would have been payable to such Transferred Employees for termination of employment on the day prior to the Closing Date with respect to Transferred Employees who are terminated by Buyer within four months after the Closing Date (except accrued liabilities for Transferred Employees as set forth on Schedule 1.3(ii)). Notwithstanding the foregoing, Seller shall not be liable for any claims arising under the WARN Act solely as a result of Buyer's termination of any Transferred Employees.
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SEVERANCE AND TERMINATION PAYMENTS. Sellers agree to pay, perform and discharge any and all severance payments and other Liabilities with respect to employees, officers and directors of SCC that result from agreements which SCC entered into prior to the Closing Date or otherwise from the transfer of the Shares hereunder, including but not limited to all of the matters disclosed on SCHEDULE 4 17, and indemnify and hold harmless Buyer and the directors, officers and affiliates of it from and against any and all losses, Liabilities, damages, costs and expenses, including reasonable legal fees and disbursements, that any of the aforesaid may suffer or incur by reason of or relating to any Liabilities referred to in this SECTION 6.6. Buyer shall be responsible for all other severance payments and Liabilities arising from Buyer's termination of employees following the Closing.
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SEVERANCE AND TERMINATION PAYMENTS. The Company agrees to pay, perform and discharge any and all severance payments and other Liabilities with respect to employees of the Company that are owed to such employees on or before the Closing Date or that result from the transfer of the Purchased Assets and Assumed Liabilities hereunder or the consummation of the transactions contemplated hereby (including any amounts owed to employees of the Company under any employment or consulting agreements with the Company) and indemnify and hold harmless Buyer and its directors, officers and Affiliates from and against any and all losses, Liabilities, damages, costs and expenses, including reasonable legal fees and disbursements, that any of the aforesaid may suffer or incur by reason of or relating to any Liabilities referred to in this SECTION 5.6.
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SEVERANCE AND TERMINATION PAYMENTS. Sellers agree to pay, perform and discharge any and all severance payments and other Liabilities with respect to employees of the Business that result from the consummation of the transactions contemplated by this Agreement or the transfer of the Purchased Assets and Assumed Liabilities hereunder, or that are otherwise owing to employees of the Company on or before the Closing, and indemnify and hold harmless Buyer and its directors, officers and Affiliates from and against any and all Losses, Liabilities, damages, costs and expenses, including reasonable legal fees and disbursements, that any of the aforesaid may suffer or incur by reason of or relating to any Liabilities referred to in this Section 5.5.
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SEVERANCE AND TERMINATION PAYMENTS. The Seller shall pay all severance, termination and other payments (whether in the form of cash, securities or other consideration) pursuant to any written or oral agreements of the Seller, MDI or their Affiliates and expenses applicable to those certain members of executive management listed on Schedule -------- 20 attached hereto, such members of executive management representing all of the -- members of executive management to whom severance, termination and other payments are due pursuant to such written or oral agreements, and provided the Buyer complies with Section 8.10 of this Agreement, any other compensation payable to employees engaged in the MDI Business under applicable plant closing or similar laws. In addition to the foregoing, the Seller shall pay up to $150,000 of severance costs (exclusive of payments under applicable plant closing and similar laws and any other compensation payable to employees engaged in the MDI Business) for other employees engaged in the MDI Business whose employment is terminated during the three days prior to the date hereof or after the date hereof up to and including the Closing Date. Provided the Seller complies with Section 7.17 of this Agreement, the Buyer will assume all other severance obligations (up to an aggregate of $300,000) relating to the employees engaged in the MDI Business (other than to the extent that those obligations are covered in the preceding two sentences) whose employment is terminated following the date of this Agreement.
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SEVERANCE AND TERMINATION PAYMENTS. Sellers agree to pay, perform and discharge any and all severance payments and other Liabilities with respect to employees of Sellers which result from the transfer of the Purchased Assets hereunder and the employment by Buyer of those employees and indemnify and hold harmless Buyer and its directors, officers and Affiliates from and against any and all losses, Liabilities, damages, costs and expenses, including reasonable legal fees and disbursements, that any of the aforesaid may suffer or incur by reason of or relating to any Liabilities referred to in this SECTION 5.8. Buyer shall be responsible for severance payments for all employees terminated by Buyer following the Closing pursuant to USF's severance policies.
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SEVERANCE AND TERMINATION PAYMENTS 
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Related to SEVERANCE AND TERMINATION PAYMENTS

  • Termination and Termination Benefits Notwithstanding the provisions of Section 3, the Executive's employment under this Agreement shall terminate under the following circumstances set forth in this Section 6.

  • Termination and Termination Pay Subject to Section 12 of this Agreement, Executive’s employment under this Agreement may be terminated in the following circumstances:

  • Severance Compensation upon Termination Subject to the provisions of Section 10 hereof, in the event of the Employee’s Termination upon a Change of Control, the Company shall pay to the Employee, within fifteen (15) days after the Termination Date (or as soon as possible thereafter in the event that the procedures set forth in paragraph (b) of Section 11 hereof cannot be completed within fifteen (15) days) an amount in cash equal to three (3) times the sum of the Employee’s Base Salary in effect either immediately prior to the Separation from Service or immediately prior to the Change of Control, whichever is higher.

  • Severance and Change in Control Benefits The Committee has designated you a participant in the Company’s Executive Change in Control and Severance Plan (the “Policy”), attached as Exhibit A to this Agreement. As a participant in the Policy, you will be eligible to receive severance payments and benefits upon certain qualifying terminations of your Employment as set forth in Exhibit B to this Agreement (the “Participation Terms”), subject to the terms and conditions of the Policy. By signing this Agreement, you agree that this Agreement, the Policy, and the Participation Terms constitute the entire agreement between you and the Company regarding the subject matter of this paragraph and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied), and specifically supersede any severance and/or change of control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. For the avoidance of doubt, all other terms of any equity awards granted to you by the Company will remain in effect.

  • Severance Compensation upon Termination of Employment If the Company shall terminate the Executive’s employment other than pursuant to Section 5(a), (b) or (c) or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive as severance pay in a lump sum, in cash, on the fifth day following the Date of Termination, an amount equal to three (3) times the average of the aggregate annual compensation paid to the Executive during the three (3) fiscal years of the Company immediately preceding the Change of Control by the Company subject to United States income taxes (or, such fewer number of fiscal years if the Executive has not been employed by the Company during each of the preceding three (3) fiscal years).

  • Compensation and Benefits Upon Termination (a) If Executive’s employment is terminated by reason of death or Disability, the Company shall pay Executive’s Base Salary, at the rate then in effect, in accordance with the payroll policies of the Company, through the date of such termination (in the event of Executive’s death, the payments will be made to Executive’s beneficiaries or legal representatives) and Executive shall not be entitled to any further Base Salary or any applicable bonus, benefits or other compensation for that year or any future year, except as may be provided in Sections 5(d) or (e) below or an applicable benefit plan or program, or to any severance compensation of any kind, nature or amount.

  • Termination Payments and Benefits Regardless of the circumstances of the Executive’s termination, Executive shall be entitled to payment when due of any earned and unpaid base salary, expense reimbursements and vacation days accrued prior to the termination of Executive’s employment, and other unpaid vested amounts or benefits under Company retirement and health benefit plans, and, as applicable, under Equity Agreements in accordance with their terms, and to no other compensation or benefits.

  • Termination Benefits (a) If Executive’s employment is voluntarily (in accordance with Section 2(a) of this Agreement) or involuntarily terminated within two (2) years of a Change in Control, Executive shall receive:

  • Severance Payments 6.1 If the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason of the divestiture of a facility, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which the Executive is affiliated, notwithstanding the fact that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreement.

  • PAYMENTS AND BENEFITS UPON TERMINATION (a) If within eighteen (18) months after a Change in Control, the Company terminates Employee's employment other than by reason of Employee's death, Disability, Retirement or for Cause, or if Employee terminates Employee's employment for Good Reason, then the Employee shall be entitled to the following payments and benefits:

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