Common use of Employees; Employee Benefit Plans Clause in Contracts

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. Sellers shall retain all liabilities and obligations for all benefits under (a) As of the Employee Benefit Plans except as expressly set forth in Section 1.7(d) aboveEffective Time, regardless of whether any such liabilities and obligations the Company Employees who 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 the Company or a Subsidiary of the Sellers Company at the Effective Time shall, unless and until such Company Employees become eligible to participate in the employee benefit plans sponsored or their covered dependents). Except as set forth in this Section 4.8, Buyers shall assume all liabilities under the Worker Adjustment maintained by TD Banknorth Inc. (excluding equity-based plans and Retraining Act, 29 U.S.C. Sec. 2101-2109 defined benefit pension plans) (the "WARN Act"“TD Banknorth Plans”) in which similarly situated employees of TD Banknorth Inc. participate, to the same extent as similarly situated employees of TD Banknorth Inc. so participate (it being understood that inclusion of Company Employees in such employee benefit plans may occur at different times with respect to different plans), continue to participate in connection with the transactions contemplated by this Agreement. None of Plans (excluding the HGA Affiliates shall terminate the employment of any of its employees Company Stock Incentive Plans (other than "part-time" employees (as defined in the WARN Actwith respect to Parent Options), employees who voluntarily elect to leave the employment of any HGA Affiliate DRIP and Hired Employees) during a period of not less than 90 days after Purchase Plan and 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 Employee Stock Ownership Plan feature 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 Company’s 401(k) Plan") to the extent such distributions are permitted by ERISA and the Code); provided, however, that (i) nothing contained herein shall require Parent or any of its Subsidiaries to make any grants to any Company Employee under any equity-based plans, it being understood that any such grants are completely discretionary, (ii) nothing contained herein shall require Parent or any of its Subsidiaries to permit a Company Employee who is receiving severance as a result of the HGA Affiliates transactions contemplated by this Agreement (or together with any other action) pursuant to any employment, severance, change-in-control, consulting or other compensation agreements, plans and arrangements with the Company or any of its Subsidiaries to participate in any severance or change-in-control agreement or plan offered by Parent or any of its Subsidiaries, (iii) nothing contained herein shall have require a Company Employee’s participation in Parent’s or any of its Subsidiaries’ defined benefit pension plan and (iv) until December 31, 2008, the employee benefit plans made available to the Company Employees shall be no obligation less favorable in the aggregate than the employee benefit plans (excluding equity-based plans, defined benefit pension plans and severance policies and practices) provided to terminate the Xxxxxx 401(kCompany Employees on the date of this Agreement. From and after the Effective Time, Parent shall cause the Company and its Subsidiaries, and any successors thereto, to honor, without modification, all employment, retention, severance and change-in-control contracts, agreements and arrangements, as amended through the date hereof, listed in Section 4.11(a) of the Company Disclosure Schedule (the “Employment Agreements”). As of the Effective Time, employees of the Company and its Subsidiaries who are not otherwise parties to the Employment Agreements (excluding any Employment Agreements that do not provide for severance or similar termination pay) shall be covered by and eligible to participate in that certain severance plan attached to this Agreement in Section 7.7(a)-1 of the Parent Disclosure Schedule (the “Severance Plan”), which (x) shall take into account all service with the Company or any Subsidiary (or any of their respective predecessors) as provided for therein and (y) shall be caused by Parent to be maintained for at least two years following the Closing Date. In addition, effective as of the Effective Time, with respect to Eligible Employees (as such term is defined in the Severance Plan) who are employed by the Company or a Subsidiary ("Company Eligible Employees"): (A) the schedule of Severance Benefits (as such term is defined in the Severance Plan) that shall be provided to such employees who become Displaced Employees (as such term is defined in the Severance Plan) shall be as set forth in Section 7.7(a)-2 of the Parent Disclosure Schedule and (B) the chief financial officer of the Company shall be consulted by the Plan Administrator (as such term is defined in the Severance Plan), and shall participate in an advisory capacity, with respect to all decisions of the Plan Administrator regarding any Company Eligible Employee or Displaced Employee, as applicable.

Employees; Employee Benefit Plans. Sellers shall retain all liabilities and obligations for all benefits under (a) As of the Employee Benefit Plans except as expressly set forth in Section 1.7(d) aboveEffective Time, regardless of whether any such liabilities and obligations the Company Employees who 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 the Company or a Subsidiary of the Sellers Company at the Effective Time shall, unless and until such Company Employees become eligible to participate in the employee benefit plans sponsored or their covered dependents). Except as set forth in this Section 4.8, Buyers shall assume all liabilities under the Worker Adjustment maintained by TD Banknorth Inc. (excluding equity-based plans and Retraining Act, 29 U.S.C. Sec. 2101-2109 defined benefit pension plans) (the "WARN Act"“TD Banknorth Plans”) in which similarly situated employees of TD Banknorth Inc. participate, to the same extent as similarly situated employees of TD Banknorth Inc. so participate (it being understood that inclusion of Company Employees in such employee benefit plans may occur at different times with respect to different plans), continue to participate in connection with the transactions contemplated by this Agreement. None of Plans (excluding the HGA Affiliates shall terminate the employment of any of its employees Company Stock Incentive Plans (other than "part-time" employees (as defined in the WARN Actwith respect to Parent Options), employees who voluntarily elect to leave the employment of any HGA Affiliate DRIP and Hired Employees) during a period of not less than 90 days after Purchase Plan and 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 Employee Stock Ownership Plan feature 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 Company’s 401(k) Plan") to the extent such distributions are permitted by ERISA and the Code); provided, however, that (i) nothing contained herein shall require Parent or any of its Subsidiaries to make any grants to any Company Employee under any equity-based plans, it being understood that any such grants are completely discretionary, (ii) nothing contained herein shall require Parent or any of its Subsidiaries to permit a Company Employee who is receiving severance as a result of the HGA Affiliates transactions contemplated by this Agreement (or together with any other action) pursuant to any employment, severance, change-in-control, consulting or other compensation agreements, plans and arrangements with the Company or any of its Subsidiaries to participate in any severance or change-in-control agreement or plan offered by Parent or any of its Subsidiaries, (iii) nothing contained herein shall have require a Company Employee’s participation in Parent’s or any of its Subsidiaries’ defined benefit pension plan and (iv) until December 31, 2008, the employee benefit plans made available to the Company Employees shall be no obligation less favorable in the aggregate than the employee benefit plans (excluding equity-based plans, defined benefit pension plans and severance policies and practices) provided to terminate the Xxxxxx 401(kCompany Employees on the date of this Agreement. From and after the Effective Time, Parent shall cause the Company and its Subsidiaries, and any successors thereto, to honor, without modification, all employment, retention, severance and change-in-control contracts, agreements and arrangements, as amended through the date hereof, listed in Section 4.11(a) of the Company Disclosure Schedule (the “Employment Agreements”). As of the Effective Time, employees of the Company and its Subsidiaries who are not otherwise parties to the Employment Agreements (excluding any Employment Agreements that do not provide for severance or similar termination pay) shall be covered by and eligible to participate in that certain severance plan attached to this Agreement in Section 7.7(a)-1 of the Parent Disclosure Schedule (the “Severance Plan”), which (x) shall take into account all service with the Company or any Subsidiary (or any of their respective predecessors) as provided for therein and (y) shall be caused by Parent to be maintained for at least two years following the Closing Date. In addition, effective as of the Effective Time, with respect to Eligible Employees (as such term is defined in the Severance Plan) who are employed by the Company or a Subsidiary (“Company Eligible Employees”): (A) the schedule of Severance Benefits (as such term is defined in the Severance Plan) that shall be provided to such employees who become Displaced Employees (as such term is defined in the Severance Plan) shall be as set forth in Section 7.7(a)-2 of the Parent Disclosure Schedule and (B) the chief financial officer of the Company shall be consulted by the Plan Administrator (as such term is defined in the Severance Plan), and shall participate in an advisory capacity, with respect to all decisions of the Plan Administrator regarding any Company Eligible Employee or Displaced Employee, as applicable.

Employees; Employee Benefit Plans. Sellers shall retain all liabilities and obligations for all benefits under (a) As of the Employee Benefit Plans except as expressly set forth in Section 1.7(d) aboveClosing Date, regardless of whether any such liabilities and obligations the Bank Employees who 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 the Bank or a Subsidiary 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 Bank at the Closing Date without prior written notice given shall, so long as such Bank Employees remain employees of the Purchaser and its Affiliates and unless and until such Bank Employees become eligible to participate in the employee benefit plans sponsored or maintained by the Purchaser (the “Purchaser Plans”) in which similarly situated employees of the Purchaser participate, to the Buyers same extent as similarly situated employees of the Purchaser so participate (it being understood that inclusion of Bank Employees in such employee benefit plans may occur at least ten days different times with respect to different plans), continue to participate in the Plans in which such Bank Employees participated as of immediately prior to such termination. If Buyers notify such HGA Affiliate within such tenthe Closing Date, excluding equity-day period that based plans; excluding the termination by such HGA Affiliate of one or more of its employees may constitute a "mass layoff" or "plant closing" under X.X. Xxxx Company Employees’ 401(k) Plan and the WARN Act X.X. Xxxx Company Employees’ Profit Sharing Retirement Plan; and excluding, for periods after all distributions have been made to participants as described in Section 7.3(c) hereof, the HGA Affiliates shall pay all liability X.X. Xxxx Company Supplemental Executive Retirement Plan and the deferred compensation arrangements identified in Section 7.3(a) of the HGA Affiliates Bank Disclosure Schedule (such X.X. Xxxx Company Supplemental Executive Retirement Plan and Buyers under deferred compensation arrangements, collectively referred to herein as the WARN Act resulting from the termination of such employees(“Bank Deferred Compensation Plans”)). From and after the ClosingClosing Date, the HGA Affiliates Purchaser shall take cause the Bank and its Subsidiaries, and any successors thereto, to honor all such actions as are necessary Plans, including all employment, retention, severance and change-in-control contracts, agreements and arrangements, listed in Section 4.10(a) of the Bank Disclosure Schedule subject to comply with their obligations under COBRA Sections 7.3(c), (d), (e) and to make distributions as soon as practicable after the Closing to the (f) and excluding any 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) PlanBank Benefit Plans.

Employees; Employee Benefit Plans. Sellers (a) From and after the Effective Time, Parent shall retain honor all liabilities and obligations for all benefits under the Employee Benefit Plans except as expressly set forth in Section 1.7(d) aboveaccordance with their terms, regardless of whether provided, that nothing herein shall prohibit Parent from amending or terminating any such liabilities and obligations are disclosed on Plans in accordance with their terms. To the Interim Balance Sheets (includingextent permitted by applicable Law, 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 at least one year following the Closing Date without prior written notice given Effective Time (or, if earlier, until the Company Employees who are employees of the Company or a Subsidiary of the Company at the Effective Time (collectively, “Transferred Employees”) become eligible to participate in the employee benefit plans sponsored or maintained by Parent or its Subsidiaries (“Parent Plans” ) in which similarly situated employees of Parent so participate (it being understood that inclusion of Transferred Employees in such Parent Plans may occur at different times with respect to different plans)), Parent shall provide, or shall cause to be provided, to Transferred Employees compensation and benefits (excluding equity-based awards, retiree medical benefits, defined benefit pension plan benefits, deferred compensation plan benefits, supplemental executive retirement plan benefits and employee stock purchase plan benefits) that are substantially comparable, in the aggregate, to the Buyers at least ten days prior compensation and benefits provided to such termination. If Buyers notify such HGA Affiliate within such ten-day period that Transferred Employees immediately before 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 employeesEffective Time. From and after the Closingtime Transferred Employees become eligible to participate in any given Parent Plan, Parent shall provide, or shall cause to be provided, Transferred Employees with compensation and benefits that are no less favorable, in 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 aggregate, to the Non-Excluded Employees compensation and benefits provided under The Xxxxxx Companiessuch given Parent Plan to similarly situated employees of Parent and its Subsidiaries, Inc. 401(k) Plan (the "Xxxxxx 401(k) Plan") subject to the extent such distributions are permitted by ERISA provisions of Sections 7.6(b) and 7.6(c) below, as applicable. Nothing in this Agreement shall be construed as requiring Parent or the Code; provided, however, that Surviving Company to continue any specific employee benefit plans or continue to employ any Transferred Employee for any length of time following the HGA Affiliates shall have no obligation to terminate the Xxxxxx 401(k) PlanEffective Time.

Employees; Employee Benefit Plans. Sellers (a) Effective as of the Closing Date, except as listed on Schedule 5.5(A), Purchaser shall retain make an offer of employment to each of the employees of the Company who are employed by the Company immediately prior to the Closing Date, which offer shall, in the case of employees with the title of Associate Director or higher, be conditioned upon, among other things, the execution by such employee of a Confidential Information Agreement. The Company and the Members shall use their reasonable commercial efforts to have all liabilities of such employees accept such offers. For purposes of determining eligibility to participate and obligations vesting under any employee benefit plan of Purchaser, employees of the Company who become employees of Purchaser and actually perform services for all benefits Purchaser on the Closing Date or within four (4) weeks immediately thereafter (the “Continuing Employees”) shall receive service credit for service with Purchaser to the same extent such credit was granted under the Employee Benefit Plans except as expressly Company’s comparable employee benefit plans. Notwithstanding anything set forth herein to the contrary, (i) nothing in Section 1.7(d) above, regardless of whether this Agreement shall create any such liabilities and obligations are disclosed obligation on the Interim Balance Sheets (including, without limitation, any and all workers' compensation, COBRA, health, disability or other benefits due part of the Purchaser to or for continue the benefit employment of any eligible employees of employee for any period following the Closing Date and (ii) nothing in this Agreement shall preclude Purchaser from altering, amending or terminating any of its employee benefit plans, or 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 participation of any of its employees (other than "part-in such plans, at any time" employees (as defined . Notwithstanding anything herein, in the WARN Act)Employment Agreements or in the Confidential Information Agreements to the contrary, employees who voluntarily elect Jxxx Xxxxxx, Gxxx Xxxxx and Kxxxxxxx Xxxxxx shall be authorized and permitted to leave conduct all activities necessary and advisable to the employment winding up of any HGA Affiliate the business of the Company from and Hired Employees) during a period of not less than 90 days after the Closing Date without prior written notice given to Date, including coordinating 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 completion and/or termination of such employees. From Specified Excluded Matters and after the Closing, the HGA Affiliates shall take all such actions Possible Excluded Matters 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) Plancontemplated in Section 2.6(d).