Employees; Employee Benefit Plans. (a) Section 5.11(a) of the TD Banknorth Disclosure Schedule contains a true and complete list of each “employee benefit plan” (within the meaning of ERISA, including multiemployer plans within the meaning of ERISA Section 3(37)), stock purchase, stock option, severance, employment, loan, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise) under which any current or former employee, director or independent contractor of TD Banknorth or any of its Subsidiaries has any present or future right to benefits and under which TD Banknorth or any of its Subsidiaries has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “TD Banknorth Benefit Plans.”
Employees; Employee Benefit Plans. (a) Purchaser shall cause each of the Initial Acquired Companies and Subsequent Acquired Companies, if any, to employ on the applicable Closing Date or continue to employ on the applicable Closing Date all of the employees of such Acquired Company (as applied to any such Acquired Company, “Continuing Employees”) on terms and conditions of employment, including pay levels, job descriptions and benefits, that are substantially similar in all material respects either (i) to the terms and conditions of employment immediately prior to the Closing Date or (ii) to the terms and conditions of employment that apply to similarly situated employees of Purchaser. The foregoing covenant of Purchaser shall not restrict or limit in any manner Purchaser’s management of the business of the Initial Acquired Companies or Subsequent Acquired Companies, if any, after the applicable Closing nor require Purchaser to retain any Continuing Employee for any period of time after the applicable Closing Date or to maintain any particular pay levels, job descriptions or benefits or other terms and conditions of employment for them; provided, however, that Purchaser shall be responsible for any and all notices, liabilities, costs, payments and expenses arising from any action by Purchaser (including breach of contract, defamation or retaliatory discharge) regarding any employee of an Initial Acquired Company or Subsequent Acquired Company, if any, or any Continuing Employee, including any such liability (i) under any applicable Law that relates to employees, employee benefit matters or labor matters, (ii) for dismissal, wrongful termination or constructive dismissal or termination, or severance pay or other termination pay, or (iii) under or with respect to any benefit plan, program, contract, policy, commitment or arrangement of the Acquired Companies, including the Retention Plans maintained by the Acquired Companies (collectively, “Employee Benefit Plans”) or under and with respect to the Retention Plans (other than those maintained by the Acquired Companies) to the extent such Retention Plans provide payments or benefits with respect to any Continuing Employee; provided, however, that Purchaser shall not be responsible for any costs, payments or expenses under or with respect to the Retention Plans to the extent that such costs, payments and/or expenses exceed, in the aggregate, Twenty Five Million Dollars ($25,000,000), subject to reductions, if any, pursuant to the terms of the Re...
Employees; Employee Benefit Plans. (a) Section 4.11(a) of the Company Disclosure Letter contains a true and complete list of each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including multiemployer plans within the meaning of ERISA Section 3(37)), and all stock purchase, stock incentive, loan, severance, employment, change-in-control, collective bargaining, fringe benefit, deferred compensation plans, agreements, programs, policies and arrangements and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise), whether formal or informal, oral or written, legally binding or not, under which (i) any current or former employee, officer, director, consultant or independent contractor of the Company or any of its Subsidiaries (“Company Employees”) has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of its Subsidiaries or (ii) under which the Company or any of its Subsidiaries has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Plans”.
Employees; Employee Benefit Plans. (a) As of or as soon as practicable following the Effective Time, the employees of SIB and its Subsidiaries (the "SIB Employees") shall become employees of ICBC or a Subsidiary thereof and shall be eligible to participate in the ICBC Plans in which similarly situated employees of ICBC or Independence Bank participate, to the same extent as similarly situated employees of ICBC or Independence Bank (it being understood that inclusion of SIB Employees in such employee benefit plans may occur at different times with respect to different plans); provided, however, that (i) nothing contained herein shall require ICBC or any of its Subsidiaries to make any grants to any SIB Employee under the ICBC Stock Option Plans or the ICBC 1998 Recognition and Retention Plan and Trust Agreement, it being understood that any such grants are completely discretionary, (ii) nothing contained herein shall require ICBC or any of its Subsidiaries to permit a SIB Employee who is receiving severance as a result of the transactions contemplated by this Agreement pursuant to any employment, severance, consulting or other compensation agreements, plans and arrangements with SIB or any of its Subsidiaries to participate in any severance or change in control of agreement or plan offered by ICBC or any of its Subsidiaries, (iii) nothing contained herein shall require an SIB Employee's participation in the ICBC defined benefit pension plan and (iv) nothing contained herein shall require an SIB Employee's participation in the ICBC Employee Stock Ownership Plan prior to January 1, 2005.
Employees; Employee Benefit Plans. (a) Parent shall, or shall cause the Surviving Company and its Subsidiaries to, (i) give those employees who are, as of the Effective Time, employed by the Company and its Subsidiaries (the “Continuing Employees”) full credit for purposes of eligibility, vesting and benefit accruals under any employee benefit plans or arrangements maintained by Parent, the Surviving Company or any Subsidiary of Parent or the Surviving Company (collectively, the “Parent Plans”) for such Continuing Employees’ service with the Company or any of its Subsidiaries (or any predecessor entity) to the same extent recognized by the Company and its Subsidiaries; (ii) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Continuing Employees under any Parent Plan that is a welfare benefit plan that such employees may be eligible to participate in after the Effective Time; (iii) provide credit under any such welfare plan for any co-payments, deductibles and out-of-pocket expenditures for the remainder of the coverage period during which any transfer of coverage occurs; provided, however, that no such service shall be recognized to the extent such recognition would result in the duplication of benefits; and (iv) honor in accordance with their terms all employee benefit plans or arrangements maintained by the Company immediately prior to the Effective Time.
Employees; Employee Benefit Plans. 44 7.8. Indemnification; Directors' and Officers' Insurance............................... 47 7.9.
Employees; Employee Benefit Plans. Sellers shall retain all liabilities and obligations for all benefits under the Employee Benefit Plans except as expressly set forth in Section 1.7(d) above, regardless of whether any such liabilities and obligations are disclosed on the Interim Balance Sheets (including, without limitation, any and all workers' compensation, COBRA, health, disability or other benefits due to or for the benefit of any eligible employees of any of the Sellers or their covered dependents). Except as set forth in this Section 4.8, Buyers shall assume all liabilities under the Worker Adjustment and Retraining Act, 29 U.S.C. Sec. 2101-2109 (the "WARN Act"), in connection with the transactions contemplated by this Agreement. None of the HGA Affiliates shall terminate the employment of any of its employees (other than "part-time" employees (as defined in the WARN Act), employees who voluntarily elect to leave the employment of any HGA Affiliate and Hired Employees) during a period of not less than 90 days after the Closing Date without prior written notice given to the Buyers at least ten days prior to such termination. If Buyers notify such HGA Affiliate within such ten-day period that the termination by such HGA Affiliate of one or more of its employees may constitute a "mass layoff" or "plant closing" under the WARN Act the HGA Affiliates shall pay all liability of the HGA Affiliates and Buyers under the WARN Act resulting from the termination of such employees. From and after the Closing, the HGA Affiliates shall take all such actions as are necessary to comply with their obligations under COBRA and to make distributions as soon as practicable after the Closing to the Non-Excluded Employees under The Xxxxxx Companies, Inc. 401(k) Plan (the "Xxxxxx 401(k) Plan") to the extent such distributions are permitted by ERISA and the Code; provided, however, that the HGA Affiliates shall have no obligation to terminate the Xxxxxx 401(k) Plan.
Employees; Employee Benefit Plans. (a) Section 3.11 of the Seasons Disclosure Schedule contains a true and complete list of each “employee benefit plan” (within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including multiemployer plans within the meaning of ERISA section 3(37)), stock purchase, stock option, restricted stock, severance, employment, loan, change-in-control, fringe benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise) under which any current or former employee, director or independent contractor of Seasons or any of its Subsidiaries has any present or future right to benefits and under which Seasons or any of its Subsidiaries has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the “Plans”.
Employees; Employee Benefit Plans. (a) As of or as soon as practicable following the Effective Time, the employees of Seasons and its Subsidiaries (the “Seasons Employees”) shall become employees of NBC or a Subsidiary thereof and shall be eligible to participate in the NBC Plans in which similarly situated employees of NBC or Cadence participate, to the same extent as similarly situated employees of NBC or Cadence (it being understood that inclusion of Seasons Employees in such employee benefit plans may occur at different times with respect to different plans); provided, however, that (i) nothing contained herein shall require NBC or any of its Subsidiaries to make any grants to any Seasons Employee under the NBC Stock Option Plans, it being understood that any such grants are completely discretionary, (ii) nothing contained herein shall require NBC or any of its Subsidiaries to permit a Seasons Employee who is receiving severance as a result of the transactions contemplated by this Agreement pursuant to any employment, severance, consulting or other compensation agreements, plans and arrangements with Seasons or any of its Subsidiaries to participate in any severance or change in control of agreement or plan offered by NBC or any of its Subsidiaries, and (iii) nothing contained herein shall require a Seasons Employee’s participation in the NBC defined benefit pension or NBC Employee Stock Ownership Plan.
Employees; Employee Benefit Plans. (a) Other than any officers or as described in the Parent SEC Reports, Parent and Merger Sub do not have and have never had any employees. Other than reimbursement of any out-of-pocket expenses incurred by Parent’s officers and directors in connection with activities on Parent’s behalf in an aggregate amount not in excess of the amount of cash held by Parent outside of the Trust Fund, neither Parent nor Merger Sub has any unsatisfied material liability with respect to any employee.
