Common use of Employment of Existing Employees Clause in Contracts

Employment of Existing Employees. A. Seller shall terminate the Employees to be effective as of the close of business on the business day before the Closing Date. Purchaser agrees to extend offers of at-will employment to the Employees to be effective at the start of business on the Closing Date. Purchaser’s employment offers shall provide the Employees with the same or similar benefits as Purchaser offers to Purchaser's other employees that are similarly situated in terms of their position and longevity including service at Seller as provided in Section 7.4. Seller shall be responsible for payment of all salaries, benefits and accrued leave of the Employees prior to the Closing Date. Purchaser shall have no liability or obligation to the Employees relating to their employment by Seller. Seller shall indemnify Purchaser for any damages, losses and expenses (including reasonable attorney fees) incurred by Purchaser resulting from employment claims by the Employees against Purchaser relating to Seller's actions with respect to such employees prior to termination of employment, as required by this Section 4.3. Purchaser shall indemnify Seller for any damages, losses and expenses (including reasonable attorney fees) incurred by Seller resulting from employment claims by the Employees against Seller relating to Purchaser's actions with respect to such Employees from and after the Closing Date. B. Purchaser and Seller agree that Seller shall not deliver any notice to the Employees pursuant to the Worker Adjustment and Retaining Act, as amended (the “WARN Act”). Purchaser further agrees that it shall be responsible for providing a timely notification if required by the WARN Act for any employee terminations or layoffs following the Closing Date. Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, lawsuits, costs (including reasonable attorney’s fees) and liabilities suffered by Seller as a result of any failure to give any notice to the Employees pursuant to the WARN Act.

Employment of Existing Employees. A. Seller shall terminate the Employees to be employment of all its employees at the Facility effective as of 11:59 p.m. local time at the close place of business the Facility on the business day night before the Closing DateDate (the "TERMINATION DATE"). Purchaser agrees Buyer shall, subject to extend offers the provisions of at-will Section 2.5.3 below, have the option of offering to employ any or all of Seller's employees that work at the Facility, such employment to the Employees to be effective at the start of business commence on the Closing Date. Purchaser’s Buyer shall advise Seller in writing on or before five (5) days prior to the Closing Date of those employees of Seller that Buyer has elected not to employ. Except as hereinafter provided with respect to earned vacation benefits, Seller shall remain liable for (i) all Employee Liabilities due and payable by Seller to employees of Seller at the Facility as of the Termination Date in accordance with Seller's standard employment offers shall provide policies regarding terminated employees and state and federal law and (ii) all Employee Liabilities that arise or accrue on or after the Employees with the same or similar benefits as Purchaser offers Closing Date, if any, relating to Purchaser's other terminated employees that are similarly situated in terms of their position not hired by Buyer. Buyer will assume and longevity including service at Seller as provided in Section 7.4. Seller shall be responsible for payment all Employee Liabilities with respect to the employees of all salaries, benefits and accrued leave of Seller at the Employees prior to Facility hired by Buyer that arise or accrue on or after the Closing Date. Purchaser shall have no liability or obligation to Without limiting the Employees relating to their employment by Seller. generality of the foregoing, Seller shall indemnify Purchaser for any damages, losses and expenses (including reasonable attorney fees) incurred by Purchaser resulting from employment claims by the Employees against Purchaser relating to Seller's actions with respect to such employees prior to termination of employment, as required by this Section 4.3. Purchaser shall indemnify Seller for any damages, losses and expenses (including reasonable attorney fees) incurred by Seller resulting from employment claims by the Employees against Seller relating to Purchaser's actions with respect to such Employees remain liable from and after the Closing Date. B. Purchaser and Date for all obligations of Seller, if any, to provide continuation of health insurance coverage in accordance with COBRA to those employees of Seller agree that eligible to utilize COBRA as a result of the termination of their employment by Seller shall not deliver any notice as herein provided. Anything herein to the Employees pursuant contrary notwithstanding, with respect to each employee of Seller at the Facility hired by Buyer on the Closing Date, Buyer shall receive a credit against the Purchase Price in an amount equal to the Worker Adjustment and Retaining Actsum sufficient to pay the amount of that employee's earned vacation benefits, if any, while an employee of Seller to which such employee may be entitled as amended (of the “WARN Act”)Termination Date in accordance with Seller's standard employment policies regarding terminated employees. Purchaser further agrees that it Buyer shall be responsible for providing a timely notification if required by responsible, and does hereby agree, to fully pay such vacation benefits sum to each such employee as and when the WARN Act for any same shall be or become due and payable to the employee terminations or layoffs following on and after the Closing Date. Purchaser Buyer acknowledges and understands that under Seller's standard employment policies (i) employees are not entitled to payment for any unused available paid days off or sick days upon voluntary or involuntary termination of employment and (ii) employees receive payment only for earned vacation days and are not entitled to payment for accrued vacation days. Buyer shall indemnifybe solely responsible for any employee benefits that Buyer desires, hold harmless and defend intends or agrees to provide to any employees of Seller from and against at the Facility hired by Buyer based on any and all claimsunused available paid days off or sick days, lawsuitsor any accrued but not earned vacation days, costs (including reasonable attorney’s fees) and liabilities suffered by accumulated during any such employee's employment with Seller as a result of any failure to give any notice prior to the Employees pursuant Termination Date. Seller shall use its reasonable best efforts to assist Buyer in its efforts to employ any of Seller's employees. The provisions of this Section 2.5.2 shall create no employment agreement between Buyer and any employee at the Facility. Prior to the WARN ActClosing Date, Seller shall grant Buyer reasonable access to employees at the Facility for purposes of carrying out this Section 2.5.2.

Employment of Existing Employees. A. The Seller shall terminate the Employees to be effective as employees of the close of business Branch (the "Employees") on the business day before or prior to the Closing Date. The Seller shall provide to the Purchaser, within ten (10) days after the Signing Date of this Agreement, a list of Seller's present Branch employees, their salaries, and their benefits. Prior to Closing, Purchaser agrees to extend offers of at-will employment to the Employees for the same or similar positions that the Employees hold with Seller and at no less than the existing annual base salary paid by Seller to be effective at the start Employees as of business on May 31, 2009; provided, however, nothing in this offer of employment shall limit the Closing Dateright of the Purchaser to terminate the Employees service for any reason and with or without cause. Purchaser’s 's employment offers also shall provide the Employees with at least the same or similar benefits as the Purchaser offers to the Purchaser's other employees that are similarly situated in terms of their position and longevity including (giving Employee credit for years of service at Seller as provided in Section 7.4with Seller). Seller shall be responsible for payment of all salaries, salaries and benefits and accrued leave of the Employees prior to the Closing DateClosing. Purchaser shall have no liability and Seller acknowledge that shortly following Closing, Purchaser expects to close its Lakewood banking branch office and consolidate its Lakewood operations with and into the Branch. In connection with this consolidation, an Employee's employment with the Purchaser may be terminated, or obligation to the Employees relating to their employment by SellerEmployee's duties, responsibilities or benefits may be materially changed, in Purchaser's sole discretion. Seller shall indemnify Purchaser for any damages, losses and expenses (including reasonable attorney fees) incurred by the Purchaser resulting from employment claims by the Employees Seller's Branch employees against Purchaser relating to Seller's actions with respect to such employees prior to termination of employmentemployment on or prior to the Closing Date, as required by the first sentence of this Section 4.39.2. The Purchaser shall indemnify Seller for any damages, losses and expenses (including reasonable attorney fees) incurred by Seller resulting from employment claims by Seller's Branch employees against the Employees against Seller relating to Purchaser's actions with respect to such Employees employees from and after the Closing Date. B. Purchaser and Seller agree that Seller shall not deliver any notice to the Employees pursuant to the Worker Adjustment and Retaining Act, as amended (the “WARN Act”). Purchaser further agrees that it shall be responsible for providing a timely notification if required by the WARN Act for any employee terminations or layoffs following the Closing Date. Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, lawsuits, costs (including reasonable attorney’s fees) and liabilities suffered by Seller as a result of any failure to give any notice to the Employees pursuant to the WARN Act.

Employment of Existing Employees. A. Seller shall terminate the Employees to be effective as of the close of business on the business day before the Closing Date. Purchaser agrees to extend offers of at-will employment to the Employees to be effective at the start of business on the Closing Date. Purchaser’s employment offers shall provide the Employees with the same or similar benefits as the Purchaser offers to the Purchaser's other employees that are similarly situated in terms of their position and longevity including service at Seller as provided in Section 7.4. Seller shall be responsible for payment of all salaries, benefits and accrued leave of the Employees prior to the Closing Date. Purchaser shall have no liability or obligation to the Employees relating to their employment by Seller. Seller shall indemnify Purchaser for any damages, losses and expenses (including reasonable attorney fees) incurred by the Purchaser resulting from employment claims by the Employees against Purchaser relating to Seller's actions with respect to such employees prior to termination of employment, as required by this Section 4.3. The Purchaser shall indemnify Seller for any damages, losses and expenses (including reasonable attorney fees) incurred by Seller resulting from employment claims by the Employees against the Seller relating to Purchaser's actions with respect to such Employees from and after the Closing Date. B. Purchaser and Seller agree that Seller shall not deliver any notice to the Employees pursuant to the Worker Adjustment and Retaining Act, as amended (the “WARN Act”). Purchaser further agrees that it shall be responsible for providing a timely notification if required by the WARN Act for any employee terminations or layoffs following the Closing Date. Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, lawsuits, costs (including reasonable attorney’s fees) and liabilities suffered by Seller as a result of any failure to give any notice to the Employees pursuant to the WARN Act.

Employment of Existing Employees. A. Seller shall terminate (a) Section 6.01(a) of the Disclosure Schedules sets forth the name, title and 2022 salary of certain Business Employees (the “Applicable Employees”). On or before the date hereof, Xxxxx has made offers of employment to the Applicable Employees, conditioned on Closing. As of the Closing Date, the Applicable Employees who have accepted Xxxxx’s offer of employment will become employees of Buyer in accordance with the terms and conditions of Buyer’s offer, and will cease to be effective as employees of Seller (such employees, the close of business on the business day “Transferred Employees”). Buyer shall notify Seller at least one Business Day before the Closing Date. Purchaser agrees to extend offers on any Applicable Employees that have not accepted Xxxxx’s offer of at-will employment to the Employees to be effective at the start of business on the Closing Date. Purchaser’s employment offers shall provide the Employees with the same or similar benefits as Purchaser offers to Purchaser's other employees that are similarly situated in terms of their position and longevity including service at Seller as provided in Section 7.4employment. Seller shall be responsible for payment the filing of all salariesForm W-2s with the Internal Revenue Service and any required filing with state tax authorities with respect to wages and benefits paid to each Applicable Employee while employed with Seller. Any Applicable Employees who have not accepted Xxxxx’s offer of employment shall remain the responsibility of Seller, benefits and accrued leave of the Employees prior to the Closing Date. Purchaser Buyer shall have no liability Liability or obligation whatsoever to the any such Applicable Employees. Seller shall be responsible for any and all Liabilities, obligations or payments (including unpaid salary or bonuses, equity grants and accrued vacation) owing to any Applicable Employees relating to in connection with their employment by Seller. Seller . (b) It is understood and agreed that (i) Xxxxx’s employment of any Transferred Employee as set forth in this Section 6.01 shall indemnify Purchaser not constitute a commitment, contract or understanding (express or implied) of an obligation on the part of Buyer to a post-Closing employment relationship of any fixed term or duration or upon any terms or conditions other than those that Buyer may establish pursuant to individual offers of employment, and (ii) employment offered by Buyer is “at will” and may be terminated by Buyer or by a Transferred Employee at any time for any damages, losses and expenses reason (including reasonable attorney fees) incurred subject to any written commitments to the contrary made by Purchaser resulting from employment claims by the Employees against Purchaser relating to Seller's actions Buyer with respect to such employees prior a Transferred Employee and subject to termination of employment, as required by this Section 4.3. Purchaser shall indemnify Seller for any damages, losses and expenses (including reasonable attorney feeslegal restrictions) incurred by Seller resulting from employment claims by the Employees against Seller relating to Purchaser's actions with respect to such any matters related to the employment relationship between the Transferred Employee and Buyer. Nothing in this Agreement shall be deemed to prevent or restrict in any way the right of Buyer to terminate, reassign, promote or demote any of the Transferred Employees from and after the Closing DateDate or to change adversely or favorably the title, powers, duties, responsibilities, functions, locations, salaries, other compensation, or terms or conditions of employment of such Transferred Employees. B. Purchaser and Seller agree that Seller shall not deliver any notice to the Employees pursuant to the Worker Adjustment and Retaining Act, as amended (the “WARN Act”). Purchaser further agrees that it shall be responsible for providing a timely notification if required by the WARN Act for any employee terminations or layoffs following the Closing Date. Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, lawsuits, costs (including reasonable attorney’s fees) and liabilities suffered by Seller as a result of any failure to give any notice to the Employees pursuant to the WARN Act.

Employment of Existing Employees. A. Seller shall terminate the Employees to be effective as of the close of business midnight on the business day before the Closing Date. Purchaser agrees to extend offers of at-will employment to the Employees to be effective at the start of business 12:01 a.m. on the Closing Date. Purchaser’s employment offers shall provide the Employees with the same or similar benefits as Purchaser offers to Purchaser's other employees that are similarly situated in terms of their position and longevity including service at Seller as provided in Section 7.4. Seller shall be responsible for payment of all salaries, benefits and accrued leave of the Employees prior to the Closing Date. Purchaser shall have no liability or obligation to the Employees relating to their employment by Seller. Seller shall indemnify Purchaser for any damages, losses and expenses (including reasonable attorney fees) incurred by Purchaser resulting from employment claims by the Employees against Purchaser relating to Seller's actions with respect to such employees prior to termination of employment, as required by this Section 4.3. Purchaser shall indemnify Seller for any damages, losses and expenses (including reasonable attorney fees) incurred by Seller resulting from employment claims by the Employees against Seller relating to Purchaser's actions with respect to such Employees from and after the Closing Date. B. Purchaser and Seller agree that Seller shall not deliver any notice to the Employees pursuant to the Worker Adjustment and Retaining Act, as amended (the “WARN Act”). Purchaser further agrees that it shall be responsible for providing a timely notification if required by the WARN Act for any employee terminations or layoffs following the Closing Date. Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, lawsuits, costs (including reasonable attorney’s fees) and liabilities suffered by Seller as a result of any failure to give any notice to the Employees pursuant to the WARN Act.