Common use of SEVERANCE AND TERMINATION PAYMENTS Clause in Contracts

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.