Employee Benefits and Employees. (a) Neither the terms of Section 6.03 hereof nor the provision of any employee benefits by Horizon or any of its Subsidiaries to employees of WBKC or any of its Subsidiaries shall: (a) create any employment contract, agreement, or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of WBKC or any of its Subsidiaries; or (b) prohibit or restrict Horizon or its Subsidiaries, whether before or after the Effective Time, from changing, amending, or terminating any employee benefits provided to its employees from time to time.
(b) Before the date that is forty-five (45) days after the public announcement of the Merger, Horizon will use its reasonable best efforts to notify WBKC of the employees Horizon intends to retain after the Effective Time. Prior to the Closing Date, WBKC shall be responsible for timely giving any notices to, and terminating (but in no event earlier than the date all Regulatory Approvals are received), any employees whose employment will not be continued by Horizon, and Horizon or WBKC shall pay any and all amounts which are due and payable to such employees in connection with the termination of their employment, including, without limitation, all accrued vacation and sick pay and the severance amounts contemplated by Section 6.03(h) of this Agreement.
(c) Before Closing, with WBKC’s prior consent (which consent shall not be unreasonably withheld), Horizon may conduct such training and other programs as it may, in its reasonable discretion and at its sole expense, elect to provide for those employees who will be continuing employment with Horizon; provided, however, that such training and other programs shall not materially interfere with or prevent the performance of the normal business operations of WBKC.
Employee Benefits and Employees. Newco shall have no obligation to any employee of Company for any reason.
Employee Benefits and Employees. (a) Schedule 4.14(a) lists each Employee Benefit Plan. Each Employee Benefit Plan complies in form and in operation in all material respects with the applicable requirements of ERISA, and the Code or, in the case of Employee Benefit Plans maintained or contributed to by EFC, applicable laws, except to the extent the failure to so comply could not reasonably be expected to have a Material Adverse Effect;
(b) With respect to each Employee Benefit Plan, all required payments, premiums, contributions, distributions, or reimbursements for all periods ending prior to or as of the date of this Agreement have been made or properly accrued in respect of U.S. Business Employees;
(c) Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a current determination letter from the Internal Revenue Service to the effect that it meets the requirements of Section 401(a) of the Code. The Business has not incurred any material Liability under Title IV of ERISA with respect to any Employee Benefit Plan that has not been satisfied in full; and
(d) With respect to each Employee Benefit Plan maintained solely by or contributed to solely by ACI or EFC, the Parent has delivered or made available to the Purchasers, to the extent applicable, correct and complete copies of the plan and trust documents and summary plan descriptions.
(e) No collective bargaining agreement currently covers the employees of the Business, nor has any such agreement in the past three years covered the employees of the Business, nor is any collective bargaining agreement currently being negotiated by Sellers with respect to the employees of the Business.
(f) Except as set forth on Schedule 4.14(f), there are no material claims (other than routine claims for benefits) by U.S. Business Employees or Canadian Business Employees against ACI or EFC, as applicable, concerning unpaid wages, overtime, compensation, benefits, equal employment violations or harassment, the Family Medical Leave Act, payment of employment taxes, discrimination, retaliation, whistleblower, or otherwise related to the terms and conditions of employment or the Employee Benefit Plans.
(g) To Parent's Knowledge, no U.S. Business Employee or Canadian Business Employee has given written notice of intent to terminate employment.
(h) EFC is in material compliance with applicable provincial workers compensation legislation and is not subject to material assessments or material penalties under such...
Employee Benefits and Employees. (a) Neither the terms of Section 6.02 hereof nor the provision of any employee benefits by FFC or any of its Subsidiaries to employees of HBI or any of its Subsidiaries shall: (a) create any employment contract, agreement, or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of HBI or any of its Subsidiaries; or (b) prohibit or restrict FFC or its Subsidiaries, whether before or after the Effective Time, from changing, amending, or terminating any employee benefits provided to its employees from time to time. Before the date that is sixty (60) days prior to Closing, FFC will use its best efforts to notify HBI of the employees FFC intends to retain after the Effective Time. Prior to the Closing Date, HBI or Xxxxxxx Bank & Trust shall be responsible for timely giving any notices to, and terminating as of the Effective Time, any employees whose employment will not be continued by FFC, and HBI shall pay any and all amounts which are then due and payable to such employees in connection with the termination of their employment, including, without limitation, all accrued vacation and sick pay.
(b) Before Closing, with HBI’s prior consent (which consent shall not be unreasonably withheld), FFC may conduct such training and other programs as it may, in its reasonable discretion and at its sole expense, elect to provide for those employees who will be continuing employment with FFC; provided, however, that such training and other programs shall not materially interfere with or prevent the performance of the normal business operations of HBI.
(c) Prior to the Closing, HBI shall use commercially reasonable efforts to enter into stay bonus agreements for stay bonuses in such amounts and with those employees of HBI or its Subsidiaries as designated by FFC on Schedule 5.15(d) of the FFC Disclosure Schedule. The stay bonus agreements shall be in form and substance satisfactory to FFC in its sole discretion.
Employee Benefits and Employees. (a) Nothing in this Agreement nor the actions contemplated hereby shall: (a) create any employment contract, agreement, or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of HopFed or any of its Subsidiaries; or (b) prohibit or restrict First Financial or its Subsidiaries, whether before or after the Effective Time, from changing, amending, or terminating any employee benefits provided to its employees from time to time.
(b) Before the date that is sixty (60) days after the public announcement of the Merger, First Financial will use its reasonable best efforts to notify HopFed of the employees First Financial intends to retain after the Effective Time. Prior to the Closing Date, HopFed shall be responsible for timely giving any notices to, and terminating as of the Effective Time, any employees whose employment will not be continued by First Financial after the Effective Time, and HopFed shall pay any and all amounts which are then due and payable to such employees in connection with the termination of their employment as of the Effective Time, including, without limitation, all accrued vacation and sick pay.
(c) Before Closing, with HopFed’s prior consent (which consent shall not be unreasonably withheld), First Financial may conduct such training and other programs as it may, in its reasonable discretion and at its sole expense, elect to provide for those employees who will be continuing employment with First Financial; provided, however, that such training and other programs shall not materially interfere with or prevent the performance of the normal business operations of HopFed.
Employee Benefits and Employees. (a) Section 3.12(a)(i) of the AMNB Disclosure Schedule sets forth a true and complete list of all AMNB Benefit Plans. For purposes of this Agreement, the term “AMNB Benefit Plans” means all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA, and all equity, equity-based, employee stock ownership, share purchase, bonus or incentive, deferred compensation, retiree medical or life insurance, retirement, pension, profit-sharing, savings, stock bonus, supplemental retirement, severance, termination, change in control, retention, employment, consulting, medical, dental, vision, wellness, employee assistance program, health reimbursement account, health savings account, flexible spending account, cafeteria plan, disability, vacation, holiday or other benefit plans, programs, agreements, contracts, policies or arrangements with respect to which AMNB or any Subsidiary or any entity which together with AMNB would be deemed a single employer under Section 414 of the Code or Section 4001(b) of ERISA (a “AMNB ERISA Affiliate”), is a party or has any current or future obligation or that are maintained, sponsored by, contributed to by, or required to be contributed to by AMNB or any of its Subsidiaries or any AMNB ERISA Affiliate for the benefit of any current or former employee, officer, director or independent contractor of AMNB or any of its Subsidiaries or any AMNB ERISA Affiliate, excluding, in each case, any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA (a “Multiemployer Plan”). No AMNB Benefit Plan is subject to any laws other than those of the United States or any state, county or municipality in the United States. Section 3.12(a)(ii) of the AMNB Disclosure Schedule sets forth a true and complete list of all AMNB ERISA Affiliates.
Employee Benefits and Employees. Neither the terms of Section 5.03 hereof nor the provision of any employee benefits by THSB to employees of FSB shall: (i) create any employment contract, agreement, or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of FSB; or (ii) prohibit or restrict THSB, whether before or after the Effective Time, from changing, amending, or terminating any employee benefits provided to its employees from time to time.
Employee Benefits and Employees. 5.9.1 The parties understand that, as MidCity will ultimately be the surviving corporation of a merger with the Surviving Corporation which is intended to be consummated immediately after the effectiveness of the Merger, those Plans sponsored by the Company immediately before the Effective Time will, as a matter of law, continue to be sponsored by MidCity from and after the Effective Time, and that, from and after the Effective Time, MidCity will continue to be vested with all of the powers, rights, duties, obligations and liabilities vested in the Company with respect to each such Plan immediately before the Effective Time. Notwithstanding the foregoing, from and after the date of this Agreement and prior to the Effective Time, the Company and its representatives will use commercially reasonable efforts to cause the Company to (i) amend its ESOP to provide for applying so much as is necessary of the Merger Consideration received by the ESOP with respect to unallocated shares of Company Common Stock to repay in full the outstanding balance of the ESOP loan and allocating the remainder, if any, of the Merger Consideration received by the ESOP with respect to unallocated shares of Company Common Stock as earnings to the accounts of ESOP participants and former participants in proportion to their account balances; (ii) amend the ESOP to provide for its termination effective as of the Effective Time; and (iii) submit to the appropriate office of the Internal Revenue Service an application for determination on termination of the ESOP; and (iv) otherwise maintain the status of the ESOP as a plan qualified under Sections 401(a) and 4975 of the Code. The application for determination on termination will be subject to approval by counsel for MidCity, which approval will not be unreasonably withheld. At the Effective Time, the Company will cause the outstanding balance of the ESOP loan to be repaid in full with the Merger Consideration received by the ESOP as to unallocated shares of Company Common Stock. If the Internal Revenue Service issues a favorable determination letter with respect to the termination of the ESOP (including the proposed allocation of Merger Consideration), the Company will, as soon thereafter as it deems practicable, (A) make the proposed allocation of the amount of Merger Consideration received by the ESOP as to unallocated shares and not needed to repay the ESOP loan balance to the accounts of currently employed ESOP participants; (B) termin...
Employee Benefits and Employees. (i) Section 5.1(i)(i) of the Company Disclosure Letter sets forth an accurate and complete list of each material Benefit Plan. For purposes of this Agreement, “Benefit Plans” shall mean all “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (whether or not covered by ERISA) or “voluntary employees’ beneficiary associations,” under Section 501(c)(9) of the Code, in each case covering current or former employees, directors or consultants of the Company or any of its Subsidiaries, and each other benefit or compensation plan, program, policy, practice, Contract, agreement or other arrangement providing retirement, severance, termination or change in control payments, deferred compensation, vacation, stock option, stock purchase, stock appreciation rights, stock-based or other equity-based, incentive, bonus, supplemental retirement, profit sharing, insurance, medical, welfare, fringe or other benefits or remuneration of any kind, whether or not in writing and whether or not funded, in each case, which is maintained or contributed to, or required to be maintained or contributed to, or with respect to which any potential liability, whether absolute or contingent, is borne by the Company or any of its Subsidiaries. For purposes of this Agreement, the term “plan,” when used with respect to a Non-U.S. Benefit Plan, shall mean a “scheme” or other employee benefit program or arrangement in accordance with specific country usage. For purposes of this Agreement, the term “Non-U.S. Benefit Plan” means each Benefit Plan that is not a U.S. Benefit Plan, including each Benefit Plan maintained primarily for the benefit of employees outside of the United States and the term “U.S. Benefit Plan” means each Benefit Plan that is maintained primarily for the benefit of employees within the United States.
Employee Benefits and Employees. (a) Neither the terms of Section 6.03 hereof nor the provision of any employee benefits by NWIN or any of its Subsidiaries to employees of AJSB or any of its Subsidiaries shall: (a) create any employment contract, agreement, or understanding with or employment rights for, or constitute a commitment or obligation of employment to, any of the officers or employees of AJSB or any of its Subsidiaries; or (b) prohibit or restrict NWIN or its Subsidiaries, whether before or after the Effective Time, from changing, amending, or terminating any employee benefits provided to its employees from time to time.
(b) AJSB will allow NWIN reasonable access during normal business hours to interview employees of AJSB and AJS Bank being considered by NWIN for post-Closing employment. Before the date that is 30 days prior to Closing, NWIN will use its best efforts to notify AJSB of the employees of AJSB and AJS Bank which NWIN intends to retain after the Effective Time (such employees, the “Retained Employees”). Prior to the Closing Date, AJSB shall be responsible for timely giving any notices to, and terminating (but in no event earlier than the date all Regulatory Approvals are received, with such termination to become effective as of the Effective Time), any employees of AJSB and AJS Bank who NWIN elects not to retain after, and whose employment will not be continued by NWIN as of, the Effective Time (such employees, the “Non-Retained Employees”), and AJSB shall pay to each Non-Retained Employee: (i) severance pay for full-time employees equal to one week of pay, at the employee’s base rate of pay in effect at the time of termination, for each full year of continuous service with AJSB or AJS Bank, as applicable, with a minimum of four weeks and a maximum of 26 weeks, and for part-time employees as determined in accordance with the policies of AJS Bank immediately prior to the date of this Agreement, severance pay equal to four weeks of pay at the employee’s base rate of pay in effect at the time of termination; and (ii) any and all other amounts (other than the severance payments set forth in subsection (i) above) which are then due and payable to the Non-Retained Employee in connection with the termination of their employment, including, without limitation, all accrued vacation pay; provided that, in order to receive the severance payment described in subsection (i) above, each such Non-Retained Employee must sign and deliver to AJSB a termination and release agreement in...
