Employees and Benefits Sample Clauses

Employees and Benefits. (a) The employees of FCB who remain employed after the Effective Date (“Continuing Employees”) shall be given credit under each employee benefit plan, policy, program and arrangement maintained by IBERIABANK after the Closing for their service with FCB prior to the Closing for all purposes, including severance, vacation and sick leave, eligibility to participate, vesting, satisfying any waiting periods, evidence of insurability requirements, seniority or the application of any pre-existing condition limitations, other than benefit accrual under a defined benefit plan (as defined in Section 3(35) of ERISA); provided, however, that accrued vacation taken subsequent to the Effective Date may be subject to such limitations as IBKC or IBERIABANK may reasonably require. Any employee of PFSL or FCB who does not remain employed by FCB after the Effective Date or does not receive a severance payment in connection with the Merger shall receive a severance payment as if he or she were an employee of IBKC for the entire time he or she were an employee of PFSL or FCB. (b) In the event of any termination of any PFSL or FCB health plan, IBKC and IBERIABANK shall make available to Continuing Employees and their dependents, employer-provided health care coverage under health plans provided by IBKC or IBERIABANK. Unless a Continuing Employee affirmatively terminates coverage under a PFSL or FCB health plan prior to the time that such Continuing Employee becomes eligible to participate in the IBKC or IBERIABANK health plan, no coverage of any of the Continuing Employees or their dependents shall terminate under any of the PFSL or FCB health plans prior to the time such Continuing Employees and their dependents become eligible to participate in the health plans, programs and benefits common to all employees and their dependents of IBKC or IBERIABANK. In the event IBKC or IBERIABANK terminates any PFSL or FCB health plan or consolidates of any PFSL or FCB health plan with any IBKC or IBERIABANK health plan, individuals covered by the PFSL or FCB health plan shall be entitled to immediate coverage under the IBKC or IBERIABANK health plan in accordance with the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations issued thereunder, including limitations on pre-existing condition exclusions, nondiscrimination and special enrollment rights. All PFSL or FCB employees who cease participating in a PFSL or FCB health plan and become participants...

Employees and Benefits. (a) For a period beginning on the Closing Date and continuing until December 31, 2013 except as provided in Section 5.8(a) of the Seller Disclosure Letter, Parent shall, or shall cause the Surviving Corporation and the Subsidiaries to, provide all persons who are employed by the Company and the Subsidiaries (including ISG) as of the Closing Date (including those on temporary layoffs or approved leaves of absence) (“Continuing Employees”), with the salary, annual bonus opportunity and employee benefits that are substantially comparable to, in the aggregate, the salary, annual bonus opportunity and employee benefits being provided to each such Continuing Employee immediately before the Closing Date; provided, however, that nothing herein shall be deemed to preclude the Surviving Corporation and the Subsidiaries from amending or terminating any plan, program or arrangement, transitioning Continuing Employees to any employee benefit plan, program or arrangement of Parent, or terminating the employment of any Continuing Employee, and; provided, further, that nothing herein shall be deemed to amend any Benefit Plan. Parent shall, or shall cause the Surviving Corporation to, assume (or, by virtue of the Merger, be deemed to have assumed) all liabilities and obligations of the Company with respect to any employment agreements in accordance with their terms, other than any employment agreement that terminates in connection with the Merger pursuant to the terms of any new employment arrangement or offer letter entered into between Parent and a Continuing Employee. (b) In any termination or layoff of any Continuing Employee by Parent or the Surviving Corporation after the Closing, Parent and the Surviving Corporation will comply fully, if applicable, with the WARN Act and all other applicable foreign, federal, state and local Laws, including those prohibiting discrimination and requiring notice to employees. From the date of this Agreement until the earlier of the Closing Date or the date this Agreement is terminated, at the request of Parent, which shall not occur more frequently than on a bi-weekly basis, the Company shall provide to Parent within seven (7) calendar days of Parent’s request a written schedule that reflects (i) the number of employees of the Company who have experienced during such period an “employment loss” (as defined in the WARN Act) and (ii) the title, position and employment of each such employee of the Company. Parent shall use its best effor...

Employees and Benefits. (a) For a period of six months following the Closing Date, Seller will use its best efforts to continue to have the Designated Employees available to render services on behalf of and at the direction of the Buyer. Such best efforts shall not require the Seller to incur any costs in excess of those reimbursable by Buyer. Seller will continue to maintain and contribute to the ERISA Plans and Benefit Arrangements, including Employment Agreements, for the Designated Employees during such six month period on the same terms and conditions as on the Closing Date, except for changes made generally applicable to Seller's similarly situated employees. Buyer will reimburse Seller for such employees' salaries (but not bonuses) and hourly wages (at their salary and wage rate in effect as of the Closing or as thereafter increased in the ordinary course consistent with past practice) and will pay to Seller an additional amount equal to 45% of such salaries and wages as full reimbursement for all employee benefit expenses incurred by Seller. Except as provided in Section 7.2(d) (concerning Buyer's indemnification with respect to certain employment discrimination violations), Buyer's obligation for any Liability with respect to any Designated Employee that arises or accrues prior to such time, if any, as such Designated Employee is employed by Buyer shall be limited to payment of the amounts described in the preceding sentence. Buyer acknowledges that Seller shall have no liability to Buyer for any actions or decisions made or taken by the Designated Employees (whether as a result of the negligence, gross negligence or willful misconduct of the Designated Employees or otherwise) in the course of their rendering services on behalf of and at the direction of Buyer. (b) Upon at least 14 days' advance written notice to Seller, during the six month period following the Closing Date, Buyer may offer employment to such of the Designated Employees as Buyer may determine in its sole discretion. Upon any such Designated Employee's acceptance of employment with Buyer, Buyer will notify Seller of such acceptance and Buyer's obligation to reimburse Seller for such employee's salary and benefits, and Seller's obligation to provide such salary and benefits, will terminate on the effective date of such employee's employment with Buyer, which date shall be within the six month period following the Closing Date and which date shall be set forth in the aforesaid notice of acceptance of emplo...

Employees and Benefits. (i) Except as may be provided in the Farrah Employment Agreement and any employment agreement between Shane R. English and the Company, any and all of the Company'x xxxxxxees will be employed by the Buyer if it so desires on an "at-will" basis, and nothing in this Agreement shall be deemed to constitute an employment agreement with any such employee to obligate the Parent, the Buyer or any Affiliate thereof to employ any such person for any specific period of time after the Effective Time or in any specific position, or to restrict the Buyer's right to terminate the employment of any such employee at any time and for any reason satisfactory to it. Any Company employees not hired by the Buyer shall, however, be entitled to apply for any open position with the Buyer. (ii) The Buyer may amend or otherwise modify its Benefit Plans in accordance with the terms thereof at any time before or after the Effective Time with a view to adopting any aspect of the Company's Benefit Plans deemed to be in the Buyer's best interest. Any Company employees hired by the Buyer will be eligible for benefits consistent with those of existing employees of the Buyer, with credit for past service with the Company for purposes of participation, eligibility and vesting (including with respect to accrual of vacation and sick leave, but not including the calculation of any other benefit accrual); provided, however, that any such continuing employee will not be subject to any exclusion or penalty for pre-existing conditions that were covered under the Company's medical plans as of the Effective Time or any waiting period relating to coverage under the Buyer's medical plans. Any such Company employees shall be subject to the applicable terms of such Benefit Plans, including payment of deductibles, provided that there shall be no waiting periods applicable to any such Company employees to participate in such benefits (including applicable insurance benefits). (iii) Each employee of the Company hired by the Buyer shall receive from the Buyer, as of the Effective Time, credit for vacation and sick leave, each in the amount that an employee of the Buyer (having the same length of service with the Buyer as the hired employee has with the Company) would have accrued in the current benefit year through the Effective Time, less the amount of vacation and sick leave, respectively, used by the hired employee in such period. Each employee of the Company who is not hired by the Buyer shall be paid b...

Employees and Benefits. (a) As of the Closing Date, all Hired Employees shall cease to accrue benefits under the Employee Plans of Kindred and Kindred shall take all such action as may be necessary to effect such cessation. There shall be no transfer of assets or liabilities of Employee Plans to New Operator or to any Employee Plans of the New Operator with regard to the Hired Employees. Kindred shall retain all responsibility for, and New Operator shall have no obligation or responsibility for, any of such benefits, except as provided herein. (b) Kindred shall retain and satisfy any and all responsibility for, and Kindred acknowledges that New Operator shall have no obligation or responsibility except as expressly assumed by New Operator for, any liabilities or obligations relating to benefits under the Kindred Employee Plans for (i) any Kindred employee who is not a Hired Employee and (ii) any Hired Employee for any period prior to such Hired Employee becoming an employee of New Operator. (c) Kindred shall pay the employees at the Facility on the Closing Date or on the first regular pay period after the Closing Date, whichever is required by Law, all earned wages due, including but not limited to, paid time off, personal leave and vacation benefits as of the Effective Time. New Operator will assume all sick time, if any, for each Hired Employee.

Employees and Benefits. (a) Prior to the Contribution Closing, NRGY shall cause the employment (including any employment agreements (common law or otherwise)) of all employees of Inergy Sales (“Inergy Sales Employees”) to be

Employees and Benefits. (a) Parent has no present intention to terminate the employment of or materially change the terms and conditions of employment of any persons who are employed by the Company or any of its Subsidiaries as of the Closing Date (the “Employees”). Prior to the Closing Date, the Company and Parent agree to reasonably cooperate with (which shall include providing Parent a meaningful opportunity to review and comment on all material documents and communications) and to provide information to each other, in each case as necessary or appropriate to comply with or satisfy any requirement or custom to consult with or provide information to, with respect to any of the transactions contemplated by this Agreement, any employee or labor organization representing or related to employees of any of the Company or any of its Subsidiaries. (b) For a period of no less than one (1) year following the Closing Date, Parent and the Surviving Corporation shall provide or cause the Employees to be provided with (i) a base salary or wages that are no less favorable than, (ii) variable/incentive/bonus pay programs that provide the same or better target bonus opportunities (excluding any value attributable to equity and equity-based compensation) as compared to, and (iii) other benefit plans and arrangements that are no less favorable in the aggregate than, in each of clauses (i), (ii) and (iii), those provided to such Employees immediately prior to the Closing Date. Notwithstanding the foregoing, this Section 5.8 shall not limit the obligation of any of Parent and the Surviving Corporation or their Affiliates to comply with applicable Laws or the terms of any existing compensation arrangement or benefit plan (as such arrangement or benefit plan may be modified, amended or terminated in accordance with its terms). No provision of this Agreement shall be construed as a guarantee of continued employment of any Employee and this Agreement shall not be construed so as to prohibit Parent and the Surviving Corporation from having the right to terminate the employment of any Employee; provided that any such termination is effected in accordance with applicable Law. Nothing in this Agreement shall be construed as an amendment to any employee benefit plan. (c) Each Employee and former employee of the Company or any of its Subsidiaries shall be credited with his or her years of service with the Company and its Subsidiaries and their Affiliates (and any predecessor entities thereof, to the extent ...

Employees and Benefits. Purchaser shall be under no obligation to hire any of the employees of Seller and shall not assume any obligations with respect to such employees, including, without limitation, any obligations for employment compensation, benefits or severance.

Employees and Benefits. 21.1 Employees in General.... 21.2 Represented Employees... 21.3 Non-Represented Employees...

Employees and Benefits. 21.1 EMPLOYEES IN GENERAL. Schedule 21.1 contains a list of: 21.1.1 the represented employees working at the Assets as of the date of this Agreement (each, a "REPRESENTED EMPLOYEE"); 21.1.2 the regular, full-time and regular, part-time non-represented employees working at the Assets as of the date of this Agreement (each, a "NON-REPRESENTED EMPLOYEE"); which employees are employees of Seller (collectively Represented Employees and Non-Represented Employees, the "EMPLOYEES"); and 21.1.3 the employees at the Assets who are classified as not actively at work as a result of (a) a short term disability, or (b) other leave of absence (other than for long-term disability), (each such employee an "INACTIVE EMPLOYEE").