Common use of Severance Obligations Clause in Contracts

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, benefits or otherwise), in each case, arising out of, relating to or in connection with: (A) an Employee’s rejection of an offer by a Buyer or any of its Subsidiaries that complies with the requirements of this Section 5.10; (B) an Employee’s rejection of an automatic transfer of employment to each Buyer or any of its Subsidiaries, to the extent the Buyers have complied with the requirements of this Section 5.10 with respect to such employee or (C) any Transferred Employee’s transfer (automatic or otherwise) of employment to or continuation of employment with Buyer or any of its Subsidiaries upon the Closing Date (that is not described in subclause (i), (ii) or (iii) of the immediately preceding sentence); provided that this clause (C) shall not apply to the extent any such Severance Obligations or other claims or Liabilities arise out of any failure of the Buyers to comply with their obligations under this Section 5.10, in which case such Severance Obligations or other claims or Liabilities shall instead be deemed to be the responsibility of the Buyers as if described in the immediately preceding sentence. 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 of the Seller or their Affiliates (other than an Employee) for any Severance Obligations or claims otherwise incurred, paid, provided or obligated to be provided by the Buyers or any of their Affiliates with respect thereto.

Severance Obligations. (i) The parties intend that the Transaction transactions contemplated by this Agreement shall not constitute a separation, termination or severance of employment of any Business Employee prior to or upon the consummation of the Closing, including for the purposes of triggering Severance Obligations, Closing and that the Business Employees shall will have continuous and uninterrupted employment immediately before and immediately after the Closing Date, and the Buyers Purchaser shall comply with any requirements under applicable Law to ensure the same. The Buyers Purchaser 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 Business 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 for any Severance Obligations and for any other claim or Liability (whether related to compensation, benefits or otherwise)Obligations, in each case, arising out of, relating to or in connection with any of the following: (iA) the failure of the Buyers Purchaser or any of their its Subsidiaries to make offers of employment to to, or continue the employment of, any Business Employee in accordance with this Agreement or as required by applicable Law or a Labor Contract; , (iiB) an any Transferred Employee’s rejection transfer (automatic or otherwise) of an offer by a Buyer employment to or continuation of employment with the Purchaser or any of its Subsidiaries that does not comply with upon the requirements of this Section 5.10; Closing Date or (iiiC) any action taken on or after the Closing Date by the Buyers Purchaser or any of their its 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 (iiiC), any action or omission by the Buyers Purchaser or any of their its Subsidiaries (y1) 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 (z2) that does not comply with applicable Law or the terms of any Assumed Benefit Plan Plans 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, benefits or otherwise), in each case, arising out of, relating to or in connection with: (A) an Employee’s rejection of an offer by a Buyer or any of its Subsidiaries that complies with the requirements of this Section 5.10; (B) an Employee’s rejection of an automatic transfer of employment to each Buyer or any of its Subsidiaries, to the extent the Buyers have complied with the requirements of this Section 5.10 with respect to such employee or (C) any Transferred Employee’s transfer (automatic or otherwise) of employment to or continuation of employment with Buyer or any of its Subsidiaries upon the Closing Date (that is not described in subclause (i), (ii) or (iii) of the immediately preceding sentence); provided that this clause (C) shall not apply to the extent any such Severance Obligations or other claims or Liabilities arise out of any failure of the Buyers to comply with their obligations under this Section 5.10, in which case such Severance Obligations or other claims or Liabilities shall instead be deemed to be the responsibility of the Buyers as if described in the immediately preceding sentence. 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 of the Seller or their Affiliates (other than an Employee) for any Severance Obligations or claims otherwise incurred, paid, provided or obligated to be provided by the Buyers or any of their Affiliates with respect thereto.

Severance Obligations. (i) The parties intend that the Transaction transactions contemplated by this Agreement shall not constitute a separation, termination or severance of employment of any Business Employee prior to or upon the consummation of the Closing, including for the purposes of triggering Severance Obligations, Applicable Closing and that the Business Employees shall will have continuous and uninterrupted employment immediately before and immediately after the Applicable Closing Date, and the Buyers parties shall comply with any requirements under applicable Law to ensure the same. The Buyers Seller shall bear any costs related toto (to the extent not included as a Transaction Expense), and shall indemnify and hold harmless the Sellers and their respective Affiliates and members of the Seller Group Purchaser from and against, any claims made by any Business 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 for any Severance Obligations and for any other claim or Liability (whether related to compensation, benefits or otherwise)Obligations, in each case, arising out of, relating to or in connection with any of the following: (iA) a Business Employee’s refusal to accept an offer of employment that complies with the failure terms of this Agreement from, or rejection of any automatic transfer of employment to, the Buyers Purchaser or any of their Subsidiaries to make offers its Subsidiaries, (B) any Transferred Employee’s transfer (automatic or otherwise) of employment to any Employee in accordance or continuation of employment with this Agreement or as required by applicable Law or Labor Contract; (ii) an Employee’s rejection of an offer by a Buyer the Purchaser or any of its Subsidiaries that does not comply with upon the requirements of this Section 5.10; Applicable Closing Date or (iiiC) any action taken on or after prior to the Applicable Closing Date by the Buyers Seller Group (other than any such action the Seller Group takes on behalf or any at the direction of their Subsidiaries the Purchaser or its Subsidiaries) to terminate the employment of any Transferred Business Employee or which provides such Transferred Business Employee a right to terminate employment, including in the case of this clause (iiiC), any action or omission by the Buyers or any of their Subsidiaries Seller Group (y1) to amend or otherwise modify on or after prior to the Applicable Closing Date any terms and conditions of employment applicable to, or compensation and benefits provided to, any Transferred Employee or (z2) that does not comply with applicable Law or the terms of any Business Benefit Plan or applicable Labor Contract. The Purchaser shall bear any costs related to, and shall indemnify and hold harmless the Seller from and against, any claims made by any Business Employee for any Severance Obligations, in each case, arising out of, relating to or in connection with any of the following: (x) the failure of the Purchaser or any of its Subsidiaries to make offers of employment to, or continue the employment of, any Business Employee in accordance with this Agreement or as required by applicable Law or a Labor Contract or (y) any action taken on or after the Applicable Closing Date by the Purchaser or any of its Subsidiaries to terminate the employment of any Business Employee or which provides such Business Employee a right to terminate employment, including in the case of this clause (y), any action or omission by the Purchaser or any of its Subsidiaries (1) to amend or otherwise modify on or after the Applicable Closing Date any terms and conditions of employment applicable to, or compensation and benefits provide to, any Business Employee or (2) 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, benefits or otherwise), in each case, arising out of, relating to or in connection with: (A) an Employee’s rejection of an offer by a Buyer or any of its Subsidiaries that complies with the requirements of this Section 5.10; (B) an Employee’s rejection of an automatic transfer of employment to each Buyer or any of its Subsidiaries, to the extent the Buyers have complied with the requirements of this Section 5.10 with respect to such employee or (C) any Transferred Employee’s transfer (automatic or otherwise) of employment to or continuation of employment with Buyer or any of its Subsidiaries upon the Closing Date (that is not described in subclause (i), (ii) or (iii) of the immediately preceding sentence); provided that this clause (C) shall not apply to the extent any such Severance Obligations or other claims or Liabilities arise out of any failure of the Buyers to comply with their obligations under this Section 5.10, in which case such Severance Obligations or other claims or Liabilities shall instead be deemed to be the responsibility of the Buyers as if described in the immediately preceding sentence. 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 of the Seller or their Affiliates (other than an Employee) for any Severance Obligations or claims otherwise incurred, paid, provided or obligated to be provided by the Buyers or any of their Affiliates with respect thereto.

Severance Obligations. The parties Parties intend that the Transaction transactions contemplated by this Agreement shall not constitute a separation, termination termination, or severance of employment of any Transferred Employee prior to or upon the consummation of the Closing. Without limiting the provisions of this Section 6.6(i), 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 Seller shall bear any costs related to, and shall indemnify and hold harmless the Sellers Purchaser and their respective its Affiliates from and members against, any claim made against Purchaser (or Purchaser’s 39 249717839 v15 Affiliate) by any Business Employee for any Severance Obligations, in each case, arising out of, relating to, or in connection with any of the following: (i) any Business Employee’s refusal, prior to the Closing, to accept an offer of employment from, or rejection of an automatic transfer of employment to, Purchaser (or any of its Affiliates) (save where the Business Employee’s refusal to accept an offer of employment or rejection of an automatic transfer of employment to Purchaser or any of its Affiliates is primarily based on Purchaser proposing to make a material adverse change to the terms and conditions of employment of any such Business Employee without consent of such Business Employee) and (ii) any action taken by Seller Group or its Subsidiaries to terminate the employment of any Business Employee or individual who would otherwise have been a Business Employee but for such action or which provides such individual a right to terminate employment, including any action or omission by Seller or its Subsidiaries (x) to amend or otherwise modify, on or prior to the Closing, any terms and conditions of employment applicable to, or compensation and benefits provided to, any Business Employee or (y) that does not comply with applicable Law or the terms of any Benefit Plan. Without limiting the provisions of Section 6.6(i), Purchaser shall bear any costs related to, and shall indemnify and hold harmless Seller from and against, any claims made by any Transferred 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 for any Severance Obligations and for any other claim or Liability (whether related to compensation, benefits or otherwise)Obligations, in each case, arising out of, relating to or in connection with any of the following: (iI) the failure of Purchaser or its applicable Affiliate to continue the Buyers or employment of, any of their Subsidiaries to make offers of employment to any Transferred Employee in accordance with this Agreement or as required by applicable Law or Labor Contract; (ii) an Employeeother than, for the avoidance of doubt, as a result of any employee’s rejection of an offer by a Buyer automatic transfer of employment to, Purchaser or any of its Subsidiaries that does not comply with Affiliates prior to the requirements of this Section 5.10; or Closing in which case they would become a Retained Employee), and (iiiII) 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, benefits or otherwise), in each case, arising out of, relating to or in connection with: (A) an Employee’s rejection of an offer by a Buyer or any of its Subsidiaries that complies with the requirements of this Section 5.10; (B) an Business Employee’s rejection of an automatic transfer of employment to each Buyer Purchaser or any of its SubsidiariesAffiliates (and becoming a Retained Employee), which is primarily based on Purchaser proposing to make a material adverse change to the extent the Buyers have complied with the requirements of this Section 5.10 with respect to such employee or (C) any Transferred Employee’s transfer (automatic or otherwise) terms and conditions of employment to or continuation of employment with Buyer or any of its Subsidiaries upon the Closing Date (that is not described in subclause (i), (ii) or (iii) of the immediately preceding sentence); provided that this clause (C) shall not apply to the extent any such Severance Obligations or other claims or Liabilities arise out Retained Employee without consent of any failure of the Buyers to comply with their obligations under this Section 5.10, in which case such Severance Obligations or other claims or Liabilities shall instead be deemed to be the responsibility of the Buyers as if described in the immediately preceding sentence. 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 of the Seller or their Affiliates (other than an Business Employee) for any Severance Obligations or claims otherwise incurred, paid, provided or obligated to be provided by the Buyers or any of their Affiliates with respect thereto.

Severance Obligations. The parties (a) Seller and Buyer intend that the Transaction transactions contemplated by this Agreement 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, Acquisition and that the Employees shall will have continuous and uninterrupted employment immediately before and immediately after the Closing Date, and the Buyers Buyer shall comply with any requirements under applicable Law to ensure the same. The Buyers Buyer shall bear any costs related to, and shall defend, indemnify and hold harmless the Sellers and their respective Affiliates and members of the Seller Group from and against, (i) 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 statutory, contractual or common law severance or separation benefits and other claim or Liability legally mandated payment obligations (whether including the employer portion of any employment Taxes, together with any compensation payable during any mandatory termination notice period related to compensation, benefits or otherwisethereto), in each case, arising out of, relating to of or in connection with any of the following: (i) the failure of the Buyers or any of their Subsidiaries Buyer to make offers of employment to to, or continue the employment of, any Employee in accordance with this Agreement or as required by applicable Law or Labor Contract; Agreement, and (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 claims relating 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 Date, including in respect of any terms and conditions act or omission relating to the employment of employment applicable to, or compensation and benefits provided to, any Transferred Employee on or after the Closing Date; provided, that prior to Closing, Seller will not, without first obtaining Buyer’s written consent, discuss (x) Buyer’s offer and acceptance process, or (zy) that does not comply with applicable Law future employment with, or the terms provision of any Assumed Benefit Plan or applicable Labor Contract. The Sellers and their Affiliates (other than the Transferred Entities) shall bear any costs related services 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 Seller or any of their its Affiliates (including, but not limited to, providing any Employee with respect to any Severance Obligations and for any other claim a competing offer or Liability (whether related to compensation, benefits or otherwiseincentive), in each case, arising out of, relating to or in connection with: (A) an Employee’s rejection of an offer by a Buyer or any of its Subsidiaries that complies way with the requirements of this Section 5.10; (B) an Employee’s rejection of an automatic transfer of employment to each Buyer or any of its Subsidiaries, to the extent the Buyers have complied with the requirements of this Section 5.10 with respect to such employee or (C) any Transferred Employee’s transfer (automatic or otherwise) of employment to or continuation of employment with Buyer or any of its Subsidiaries upon the Closing Date (that is not described in subclause (i), (ii) or (iii) of the immediately preceding sentence); provided that this clause (C) shall not apply to the extent any such Severance Obligations or other claims or Liabilities arise out of any failure of the Buyers to comply with their obligations under this Section 5.10, in which case such Severance Obligations or other claims or Liabilities shall instead be deemed to be the responsibility of the Buyers as if described in the immediately preceding sentence. 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 of the Seller or their Affiliates (other than an Employee) for any Severance Obligations or claims otherwise incurred, paid, provided or obligated to be provided by the Buyers or any of their Affiliates with respect theretoindividual who has been listed on Schedule 8.1.

Severance Obligations. The parties Parties intend that the Transaction transactions contemplated by this Agreement shall not constitute a separation, termination termination, or severance of employment of any Business 45 Employee prior to or upon the consummation of the ClosingClosing and that, including for to the purposes of triggering Severance Obligationsextent possible under any applicable Law, and that the Business Employees shall will have continuous and uninterrupted employment immediately before and immediately after the Closing Applicable Transfer Date, and the Buyers Seller and Purchaser shall comply with any requirements under applicable Law to ensure the same. The Buyers Without limiting the provisions of Section 6.6(g), Seller shall bear any costs related to, and shall indemnify and hold harmless the Sellers Purchaser and their respective its Affiliates from and members against, any claim made against Purchaser (or Purchaser's Affiliate) by any Business Employee for any Severance Obligations, in each case, arising out of, relating to, or in connection with any of the following: (i) subject to Section 6.6(f)(IV), any Business Employee’s refusal, prior to the Applicable Transfer Date, to accept an offer of employment from, or rejection of an automatic transfer of employment to, Purchaser or any of its Affiliates (including such refusal based on the terms of the cash retention bonus offered to such Business Employee by Purchaser pursuant to Section 6.6(c)), (ii) any action taken by Seller Group or its Subsidiaries (in the case of Transferred Employees, on or prior to the Applicable Transfer Date) to terminate the employment of any Business Employee or individual who would otherwise have been a Business Employee but for such action or which provides such individual a right to terminate employment, including any action or omission by Seller or its Subsidiaries (x) to amend or otherwise modify, on or prior to the Applicable Transfer Date, any terms and conditions of employment applicable to, or compensation and benefits provided to, any Business Employee or (y) that does not comply with applicable Law or the terms of any Benefit Plan. Without limiting the provisions of Section 6.6(g), Purchaser shall bear any costs related to, and shall indemnify and hold harmless Seller from and against, any claims made by any Business 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 for any Severance Obligations and for any other claim or Liability (whether related to compensation, benefits or otherwise)Obligations, in each case, arising out of, relating to or in connection with any of the following: (iI) the failure of the Buyers Purchaser or any of their Subsidiaries its applicable Affiliate to make offers of employment to to, or continue the employment of, any Business Employee in accordance with this Agreement or as required by applicable Law or Labor Contract; (ii) an other than, for the avoidance of doubt, as a result of any Business Employee’s refusal to accept an offer of employment from, or rejection of an offer by a Buyer automatic transfer of employment to, Purchaser or any of its Subsidiaries that does not comply with Affiliates prior to the requirements of this Section 5.10; Applicable Transfer Date) or as required under any Tripartite Agreement, (iiiII) any action taken on or after the Closing Applicable Transfer Date by the Buyers Purchaser or any of their Subsidiaries its Affiliates to terminate the employment of any Transferred Employee or which provides such Transferred Employee a right to terminate employmentEmployee, including in the case of this clause (iiiIII), any action or omission by the Buyers Purchaser or any of their Subsidiaries its Affiliates (yX) to amend or otherwise modify on or after the Closing Applicable Transfer Date any terms and conditions of employment applicable to, or compensation and benefits provided to, any Transferred Employee or (zY) that does not comply with applicable Law Law, the terms of any Tripartite Agreement or other Contract, 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 forPlan, or otherwise incurred, paid, provided or obligated to be provided by the Buyers or (IV) any of their Affiliates 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: (A) an Business Employee’s rejection of refusal to accept an offer of employment from, or to the extent permitted by a Buyer or any of its Subsidiaries that complies with the requirements of this Section 5.10; (B) an Employee’s Law rejection of an automatic transfer of employment to each Buyer to, Purchaser or any of its SubsidiariesAffiliates, which is primarily based on Purchaser proposing to make a material adverse change to the extent working conditions of any Business Employee without the Buyers have complied with Business Employee’s consent (and a Business Employee’s refusal based on the requirements terms of this Section 5.10 with respect the cash retention bonus offered to such employee or (CBusiness Employee by Purchaser pursuant to Section 6.6(c) any Transferred Employee’s transfer (automatic or otherwise) of employment to or continuation of employment with Buyer or any of its Subsidiaries upon the Closing Date (that is shall not described in subclause (i), (ii) or (iii) of the immediately preceding sentence); provided that be covered by this clause (C) shall not apply to the extent any such Severance Obligations or other claims or Liabilities arise out of any failure of the Buyers to comply with their obligations under this Section 5.10, in which case such Severance Obligations or other claims or Liabilities shall instead be deemed to be the responsibility of the Buyers as if described in the immediately preceding sentence. 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 of the Seller or their Affiliates (other than an Employee) for any Severance Obligations or claims otherwise incurred, paid, provided or obligated to be provided by the Buyers or any of their Affiliates with respect theretoIV)).