Severance Obligations. In the event an offer of employment is extended by the Buyers to and accepted by an employee of the Seller pursuant to Section 4(c) and such subsequent employment by the Buyers is terminated within sixty (60) days from the Closing Date, the Seller shall be exclusively responsible for, and shall pay to such accepting employee, all severance benefits that may be due and owing such employee by reason of his or her employment with either the Seller or the Buyers based on Seller's severance policies as in effect on the Closing Date.
Severance Obligations. Neither the Company nor the Company Subsidiary has entered into any severance, "stay-bonus" or similar arrangement in respect of any present or former Employee that will result in any obligation (absolute or contingent) of Buyer or the Company or the Company Subsidiary to make any payment to any present or former Employee following termination of employment or upon consummation of the transactions contemplated by this Agreement (whether or not employment is continued for any specified period after the Effective Time). Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will result in the acceleration or vesting of any other rights of any Person to benefits under any Employee Plans.
Severance Obligations. If on or after the date of a "Change in Control" (as defined below), the Company, for any reason, terminates Employee's employment or Employee resigns "for good reason" (as defined below), then the Company shall pay to Employee within five days following the date of termination or date of resignation: (i) Employee's salary and benefits through the termination date or resignation date, both as in effect on the date prior to the date of the Change in Control; and (ii) the amount of any bonus payable to Employee for the year in which the Change in Control occurred, pro rated to take into account the number of days that have elapsed in such year prior to the termination date or the resignation date. In addition, during the period equal to the remaining term of this Agreement as in effect on the day prior to the termination or resignation date, the Company shall continue to pay to Employee his annual salary, as in effect on the day prior to the date of the Change in Control, on the dates when such salary would have been payable had Employee remained employed by the Company and shall continue to provide to Employee during such period, at no cost to Employee, the benefits Employee was receiving on the day prior to the date of the Change in Control or benefits substantially similar thereto.
Severance Obligations. The parties intend that the Transaction shall not constitute a separation, termination or severance of employment of any Employee prior to or upon the consummation of the Closing, including for the purposes of triggering Severance Obligations, and that the Employees shall have continuous and uninterrupted employment immediately before and immediately after the Closing Date, and the Buyers shall comply with any requirements under applicable Law to ensure the same. The Buyers shall bear any costs related to, and shall indemnify and hold harmless the Sellers and their respective Affiliates and members of the Seller Group from and against, any claims made by any Employee for, or otherwise incurred, paid, provided or obligated to be provided by the Sellers or any of their respective Affiliates or any member of the Seller Group, as applicable, with respect to any Severance Obligations and for any other claim or Liability (whether related to compensation, benefits or otherwise), in each case, arising out of, relating to or in connection with any of the following: (i) the failure of the Buyers or any of their Subsidiaries to make offers of employment to any Employee in accordance with this Agreement or as required by applicable Law or Labor Contract; (ii) an Employee’s rejection of an offer by a Buyer or any of its Subsidiaries that does not comply with the requirements of this Section 5.10; or (iii) any action taken on or after the Closing Date by the Buyers or any of their Subsidiaries to terminate the employment of any Transferred Employee or which provides such Transferred Employee a right to terminate employment, including in the case of this clause (iii), any action or omission by the Buyers or any of their Subsidiaries (y) to amend or otherwise modify on or after the Closing Date any terms and conditions of employment applicable to, or compensation and benefits provided to, any Transferred Employee or (z) that does not comply with applicable Law or the terms of any Assumed Benefit Plan or applicable Labor Contract. The Sellers and their Affiliates (other than the Transferred Entities) shall bear any costs related to, and shall indemnify and hold harmless the Buyers and their Affiliates from and against, any claims made by any Employee for, or otherwise incurred, paid, provided or obligated to be provided by the Buyers or any of their Affiliates with respect to any Severance Obligations and for any other claim or Liability (whether related to compensation, b...
Severance Obligations. The Company shall satisfy all severance --------------------- obligations related to each person employed by the Company prior to or at the Closing Date who is, or as a consequence of the transactions contemplated by this Agreement will be, entitled to any severance or compensation from the Company, any Stockholder or any Optionholder.
Severance Obligations. Schedule 3.9.2 is a true and complete list of each individual employed by the Company on December 31, 2010 and each individual hired by the Company following December 31, 2010. Schedule 3.9.2 sets forth the maximum severance or termination payment obligation that the Surviving Corporation would be contractually obligated to pay for each such individual if they were terminated the day immediately following the Closing Date.
Severance Obligations. (a) Parent agrees to cause the Surviving Entity to assume and honor without modification the severance and cash severance payment provisions of the employment agreements and change of control severance plan listed in Section 6.14 of the Company Disclosure Schedule (the "Employee Severance Agreements"), with any cash severance payments pursuant thereto to be made in a lump sum not later than the Effective Time. Each of Parent and the Company acknowledges that the consummation of the Offer as provided herein will constitute a "Change of Control" for purposes of the Employee Severance Agreements and, accordingly, as of the Effective Time, each of the individuals party to such agreements will be entitled to (x) a cash severance payment as provided in such agreements in the manner described in the previous sentence, (y) provision of the other fringe benefits provided in such agreements and (z) accelerated vesting of the stock appreciation rights and options with respect to the Company Common Stock held by such individuals as provided in such agreements.
Severance Obligations. If (1) the Company terminates the Executive's --------------------- employment (other than pursuant to Paragraph 7(a), 7(d) or 7(e), or (2) the Executive terminates his employment pursuant to Paragraph 7(b), the Executive shall be entitled to the continuation of his Annual Salary for the greater of (i) one year from the date of such termination or (ii) the remainder of the Term, payable in equal installments in accordance with the Company's payroll policy from time to time in effect.
Severance Obligations. Seller has not entered into any severance, “stay-bonus” or similar arrangement in respect of any present or former Employee that will result in any obligation (absolute or contingent) of Purchaser to make any payment to any present or former Employee following termination of employment (voluntary or involuntary) or upon consummation of the transactions contemplated by this Agreement or any Ancillary Agreement (whether or not employment is continued for any specified period after the Closing Date). Neither the execution and delivery of this Agreement or any Ancillary Agreement nor the consummation of the transactions contemplated hereby or thereby will result in the acceleration or vesting of any other rights of any Person to benefits under any Employee Plan.
Severance Obligations. The consummation of the Transactions will not --------------------- entitle any current or former employee who is or was employed by Seller or the Company exclusively in connection with the operation of the Business (the "Employees") to severance payment, provided that Buyer offers employment to each of the Employees under terms substantially identical to the terms under which such employee is currently employed.
