Agreement with Respect to Continuation of Group Health Plan Coverage for Former Employees of the Failed Bank (a) The Assuming Institution agrees to assist the Receiver, as provided in this Section 4.12, in offering individuals who were employees or former employees of the Failed Bank, or any of its Subsidiaries, and who, immediately prior to Bank Closing, were receiving, or were eligible to receive, health insurance coverage or health insurance continuation coverage from the Failed Bank ("Eligible Individuals"), the opportunity to obtain health insurance coverage in the Corporation's FIA Continuation Coverage Plan which provides for health insurance continuation coverage to such Eligible Individuals who are qualified beneficiaries of the Failed Bank as defined in Section 607 of the Employee Retirement Income Security Act of 1974, as amended (respectively, "qualified beneficiaries" and "ERISA"). The Assuming Institution shall consult with the Receiver and not later than five (5) Business Days after Bank Closing shall provide written notice to the Receiver of the number (if available), identity (if available) and addresses (if available) of the Eligible Individuals who are qualified beneficiaries of the Failed Bank and for whom a "qualifying event" (as defined in Section 603 of ERISA) has occurred and with respect to whom the Failed Bank's obligations under Part 6 of Subtitle B of Title I of ERISA have not been satisfied in full, and such other information as the Receiver may reasonably require. The Receiver shall cooperate with the Assuming Institution in order to permit it to prepare such notice and shall provide to the Assuming Institution such data in its possession as may be reasonably required for purposes of preparing such notice.
(b) The Assuming Institution shall take such further action to assist the Receiver in offering the Eligible Individuals who are qualified beneficiaries of the Failed Bank the opportunity to obtain health insurance coverage in the Corporation's FIA Continuation Coverage Plan as the Receiver may direct. All expenses incurred and paid by the Assuming Institution (i) in connection with the obligations of the Assuming Institution under this Section 4.12, and (ii) in providing health insurance continuation coverage to any Eligible Individuals who are hired by the Assuming Institution and such employees' qualified beneficiaries shall be borne by the Assuming Institution.
(c) No later than five (5) Business Days after Bank Closing, the Assuming Institution shall provide the Receiver with a list of all Failed Bank employees the Assuming Institution will not hire. Unless otherwise agreed, the Assuming Institution pays all salaries and payroll costs for all Failed Bank Employees until the list is provided to the Receiver. The Assuming Institution shall be responsible for all costs and expenses (i.e. salary, benefits, etc.) associated with all other employees not on that list from and after the date of delivery of the list to the Receiver. The Assuming Institution shall offer to the Failed Bank employees it retains employment benefits comparable to those the Assuming Institution offers its current employees.
(d) This Section 4.12 is for the sole and exclusive benefit of the parties to this Agreement, and for the benefit of no other Person (including any former employee of the Failed Bank or any Subsidiary thereof or qualified beneficiary of such former employee). Nothing in this Section 4.12 is intended by the parties, or shall be construed, to give any Person (including any former employee of the Failed Bank or any Subsidiary thereof or qualified beneficiary of such former employee) other than the Corporation, the Receiver and the Assuming Institution any legal or equitable right, remedy or claim under or with respect to the provisions of this Section.
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 Retention Plans.
(b) Prior to the applicable Closing Date, Purchaser may notify Seller Parent that Purchaser desires to make employment offers, effective as of the applicable Closing Date, to certain identified employees of the BellSouth Entities who provide services with respect to any Initial Acquired Company or Subsequent Acquired Company, if any, and shall provide Seller Parent with a list of such individuals. If Seller Parent consents thereto, which consent shall not be unreasonably withheld, Purchaser shall be entitled to make such offers of employment and Seller Parent shall, or shall cause its applicable Affiliates to, provide Purchaser with reasonable access to such employees for purposes of making the employment offers; provided, however, that if any employee for whom Purchaser desires to make an employment offer also provides services with respect to any Acquired Company that is not the subject of the Initial Closing or any Subsequent Closing, Sellers Parent’s refusal to consent to such employment offer shall not be deemed unreasonable. Any person who accepts Purchaser’s offer of employment made pursuant to this subsection (b) shall be treated as a Continuing Employee for purposes of this Section 6.13.
(c) Subject to Section 6.5(d), after the applicable Closing Date, Sellers shall be responsible for all relocation costs arising as a result of returning to their home country any expatriates or impatriates (other than those who are Continuing Employees) who, immediately prior to the applicable Closing Date, provide services to an Acquired Company that is the subject of a Closing Date, including severance payments. The applicable Acquired Company agrees to honor, perform and be liable for, and, to the extent necessary, assume, all obligations, if any, with respect to retention bonuses under the Retention Plans payable to or on behalf of those persons described in the preceding sentence, including, for this purpose, those persons who are Continuing Employees.
(d) After the applicable Closing Date, Purchaser agrees that each Initial Acquired Company or Subsequent Acquired Company, if any, or Purchaser shall honor, pay, perform and be liable for and, to the extent applicable, shall assume, (i) all obligations and liabilities under and with respect to all Employee Benefit Plans, (ii) all benefits and payments to, or with respect to, employees or former employees required under applicable Law, including the workers’ compensation and other obligations of such Acquired Company under labor and employment Laws, (iii) all Tax equalization, reimbursements, retention and similar charges and costs, and all other liabilities related to expatriates who, at the direction of the BellSouth Entities, worked for or provided services to such Acquired Companies (including all liabilities and obligations for retention bonuses under the Retention Plans) and (iv) all liabilities and obligations under and with respect to the employment agreements set forth on Schedule 6.13(d). If Sellers pay any amounts described in clause (iii) of this Section 6.13(d), Purchaser shall, or shall cause the applicable Acquired Company for which the expatriate provided services immediately prior to the applicable Closing Date to, reimburse Sellers for such amounts.
(e) It is understood and agreed that all provisions contained in this Agreement with respect to employee benefit plans or employee compensation are included for the sole benefit of the respective parties hereto and do not and shall not create any right in any other Person, including any participant in any Employee Benefit Plan or any other employee benefit or compensation plan or any beneficiary thereof or any employee or former employee of any Initial Acquired Company or Subsequent Acquired Company, if any.