Employee Matters and ERISA. (1) Except as may be disclosed in the Disclosure Schedule, neither FSB nor First Bank has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of FSB or First Bank and to the knowledge of FSB there is no present effort nor existing proposal to attempt to unionize any group of employees of FSB or First Bank.
(2) Except as may be disclosed in the Disclosure Schedule, (i) FSB and First Bank are and have been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither FSB nor First Bank is engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against FSB or First Bank pending or, to the knowledge of FSB, threatened before the National Labor Relations Board; (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of FSB, threatened against or directly affecting FSB or First Bank; and (iv) neither FSB nor First Bank has experienced any work stoppage or other such labor difficulty during the past five (5) years.
(3) Except as may be disclosed in the Disclosure Schedule, neither FSB nor First Bank maintains, contributes to or participates in or has any liability under any employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any nonqualified employee benefit plans or deferred compensation, bonus, stock or incentive plans, or other employee benefit or fringe benefit programs for the benefit of former or current employees or directors (or their beneficiaries or dependents) of FSB or First Bank (the "FSB Employee Plans"). To the knowledge of FSB, no present or former employee of FSB or First Bank has been charged with breaching nor has breached a fiduciary duty under any of the FSB Employee Plans. Except as may be disclosed in the Disclosure Schedule, neither FSB nor First Bank participates in, nor has it in the past five (5) years participated in, nor has it any present or future obligation or liability under, any multiemployer plan. Except as may be disclosed in the Disclosure Schedule, neither FSB nor First Bank maintains, cont...
Employee Matters and ERISA. Except as set forth in Schedule 4.12 hereto:
Employee Matters and ERISA. 19 Section 4.13
Employee Matters and ERISA. (1) Except as may be disclosed in its Disclosure Schedule, neither Community Financial nor Community Bank has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of Community Financial or Community Bank and, to the Knowledge of Community Financial and Community Bank, there is no present effort or existing proposal to attempt to unionize any group of employees of Community Financial or Community Bank.
(2) Except as may be disclosed in its Disclosure Schedule, (i) Community Financial and Community Bank are and have been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither Community Financial nor Community Bank is engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against Community Financial or Community Bank pending or, to the Knowledge of Community Financial or Community Bank, threatened before the National Labor Relations Board; (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the Knowledge of Community Financial or Community Bank, threatened against or directly affecting Community Financial or Community Bank; and (iv) neither Community Financial nor Community Bank has experienced any work stoppage or other such labor difficulty during the past five (5) years.
(3) Except as may be disclosed in its Disclosure Schedule, neither Community Financial nor Community Bank maintains, contributes to or participates in or has any liability under any employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including (without limitation) any multiemployer plan (as defined in Section 3(37) of ERISA), or any nonqualified employee benefit plans or deferred compensation, bonus, stock or incentive plans, or other employee benefit or fringe benefit programs for the benefit of former or current employees or directors (or their beneficiaries or dependents) of Community Financial and Community Bank (the “Community Financial Employee Plans”). To the Knowledge of Community Financial and Community Bank, no present or former employee of Community Financial or Community Bank has been charged with breaching nor has breached a fiduciary duty ...
Employee Matters and ERISA. (a) Except as may be disclosed in the Disclosure Schedule, Seller has not entered into any collective bargaining agreement with any labor organization with respect to any group of employees of the Seller and to the knowledge of the Seller there is no present effort nor existing proposal to attempt to unionize any group of employees of the Seller.
(b) Except as may be disclosed in the Disclosure Schedule, (i) the Seller is and has been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and the Seller is not engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against Seller pending or, to the knowledge of Seller, threatened before the National Labor Relations Board; (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of Seller, threatened against or directly affecting Seller; and (iv) Seller has not experienced any work stoppage or other such labor difficulty during the past five (5) years.
(c) Except as disclosed in the Disclosure Schedule, Seller is not a party to or bound by any contract for the employment, retention or engagement, or with respect to the severance, of any officer, employee, agent, consultant or other person or entity which, by its terms, is not terminable by Seller on thirty (30) days written notice or less without the payment of any amount by reason of such termination. A description of each such agreement which is in writing is included in the Disclosure Schedule.
Employee Matters and ERISA. Except as set forth in Section 4.10 of the Xxxxxxx Disclosure Schedule hereto:
Employee Matters and ERISA. (a) HiEnergy has not entered into any collective bargaining agreement with any labor organization with respect to any group of employees of HiEnergy and, to the knowledge of Voluntary Share Exchange Agreement 10 HiEnergy, there is no present effort nor existing proposal to attempt to unionize any group of employees of HiEnergy.
(b) HiEnergy is and has been in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements. HiEnergy is not engaged in any unfair labor practice and confirms that (i) there is no unfair labor practice complaint against HiEnergy pending or, to the knowledge of HiEnergy, threatened before the National Labor Relations Board, (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of HiEnergy, threatened against or directly affecting HiEnergy, and (iii) HiEnergy has not experienced any work stoppage or other labor difficulty during the past five (5) years.
(c) Each material employee benefit plan ("Plan") covering active, former or retired employees of HiEnergy and any of its Subsidiaries that is subject to U.S. law ("U.S. Plans") is listed in the HiEnergy Disclosure Letter. With respect to each U.S. Plan, HiEnergy has provided to SLW a copy of each such Plan, and where applicable, any related trust agreement, annuity or insurance contract and, where applicable, all annual reports (Form 5500) filed with the IRS. With respect to each Plan that is not subject to U.S. law ("Non-U.S. Plans"), HiEnergy shall provide to SLW a copy of such Plan and, where applicable, any related trust agreement, annuity or insurance contract, as soon as practicable after the date hereof. To the extent applicable, each U.S. Plan complies in all material respects with the requirements of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code, and any U.S. Plan intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified and has remained tax-qualified to this date and its related trust is tax-exempt and has been so since its creation. No U.S. Plan is covered by Title IV of ERISA or Section 412 of the Code. No material "prohibited transaction," as defined in ERISA Section 406 or Code Section 4975 has occurred with respect to any U.S. Pl...
Employee Matters and ERISA. (a) Except as may be disclosed in Section 2.13(a) of the Disclosure Schedule, neither L & B nor any of its subsidiaries has entered into any collective bargaining agreement with any labor organization with respect to any group of employees of L & B or any of its subsidiaries and to the knowledge of L & B there is no present effort nor existing proposal to attempt to unionize any group of employees of L & B or any of its subsidiaries.
(b) Except as may be disclosed in Section 2.13(b) of the Disclosure Schedule, (i) L & B and its subsidiaries are and have been in material compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, including, without limitation, any such laws respecting employment discrimination and occupational safety and health requirements, and neither L & B nor any of its subsidiaries is engaged in any unfair labor practice; (ii) there is no unfair labor practice complaint against L & B or any of its subsidiaries pending or, to the knowledge of L & B, threatened before the National Labor Relations Board; (iii) there is no labor dispute, strike, slowdown or stoppage actually pending or, to the knowledge of L & B, threatened against or directly affecting L & B or any of its subsidiaries; and (iv) neither L & B nor any of its subsidiaries has experienced any material work stoppage or other material labor difficulty during the past five years.
(c) Except as may be disclosed in Section 2.13(c) of the Disclosure Schedule, neither L & B nor any of its subsidiaries maintains, contributes to or participates in or has any liability under any employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any nonqualified employee benefit plans or deferred compensation, bonus, stock or incentive plans, or other employee benefit or fringe benefit programs for the benefit of former or current employees of L & B or of its subsidiaries (the "Employee Plans"). No present or former employee of L & B or any of its subsidiaries has been or is expected to be charged with breaching and has not breached a fiduciary duty under any of the Employee Plans. Neither L & B nor any of its subsidiaries participates in, nor has it in the past five years participated in, nor has it any present or future obligation or liability under, any multiemployer plan (as defined at Section 3(37) of ERISA). Except as may be separately di...
Employee Matters and ERISA. 19 Section 2.15 Title to Properties; Insurance.....................................................21 Section 2.16 Intellectual Property Rights.......................................................21 Section 2.17
Employee Matters and ERISA. (a) Schedule 4.12(a) of the Disclosure Schedules sets forth all stock option, employee stock purchase and stock bonus plans, qualified pension or profit-sharing plans, any deferred compensation, bonus or group insurance contract or any other incentive, welfare or employee benefit plan (as defined in Section 3(3) of ERISA), or agreement, understanding, practice or commitment, formal or informal, sponsored, maintained or contributed to by WBI or the Bank for the benefit of the current or former directors, officers, employees or independent contractors of WBI or the Bank (the “Bank Employee Plans”). Except as described on Schedule 4.12(a), neither WBI nor the Bank has any present or future obligation or liability under any Bank Employee Plan. Neither WBI nor the Bank maintains, contributes to or participates in any plan that provides health, major medical, disability or life insurance benefits to former employees or directors of WBI or the Bank.
(b) Neither WBI nor the Bank has, and to the Knowledge of the Bank, no fiduciary of such plan has, incurred any liability to, the Department of Labor or the Internal Revenue Service with respect to the coverage of any employees of WBI or the Bank under any Bank Employee Plan that has not been satisfied in full.
(c) Except as described in Schedule 4.12(c) of the Disclosure Schedules, full payment has been made (or proper accruals have been established to the extent required by GAAP) of all contributions which are required for periods prior to the date hereof, and full payment will be so made (or proper accruals will be so established to the extent required by GAAP) of all contributions which are due and payable after the date hereof and prior to the Closing, under the terms of each Bank Employee Plan or ERISA.
(d) The Bank Employee Plans have been operated in compliance in all material respects with the applicable provisions of ERISA, the Code, all regulations, rulings and announcements promulgated or issued thereunder and all other applicable governmental laws and regulations.
(e) The Trustee of the Cornerstone Bank 401(k) Plan is indemnified by the Bank for, in connection with, or arising from the Trustee’s performance of duties, responsibilities, and/or obligations under, pursuant to, or arising from the Cornerstone Bank 401(k) Plan, or any applicable laws or regulatory responsibilities pertaining thereto, including any reports or other submissions or filings whatsoever required to be made to any governmental agency...
