Employee Relationships. (a) HBI and each of its Subsidiaries have complied in all material respects with all applicable Laws relating to its relationships with their employees, and HBI believes that the relationships between HBI’s and each of its Subsidiaries’ employees are good. To the Knowledge of HBI, no executive officer or manager of any of the operations of HBI or any of its Subsidiaries or of any group of employees of HBI or any of its Subsidiaries have any present plans to terminate their employment with HBI or any of its Subsidiaries. Except as set forth on Confidential Schedule 3.27(a), HBI is not a party to any oral or written contracts or agreements granting benefits or rights to employees or any collective bargaining agreement or to any conciliation agreement with the Department of Labor, the Equal Employment Opportunity Commission or any federal, state or local agency that requires equal employment opportunities or affirmative action in employment. There are no unfair labor practice complaints pending against HBI or any of its Subsidiaries before the National Labor Relations Board and no similar claims pending before any similar state or local or foreign agency. There is no activity or proceeding of any labor organization (or representative thereof) or employee group to organize any employees of HBI or any of its Subsidiaries, nor of any strikes, slowdowns, work stoppages, lockouts or threats thereof, by or with respect to any such employees. HBI and each of its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and neither HBI nor any of its Subsidiaries is engaged in any unfair labor practice. (b) Set forth on Confidential Schedules 3.27(b) is a complete and correct list of all employment agreements between HBI or any of its Subsidiaries and any employee of HBI or any of its Subsidiaries. True and correct copies of all employment agreements and all amendments thereto, have been furnished to TCB.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Third Coast Bancshares, Inc.), Agreement and Plan of Reorganization (Third Coast Bancshares, Inc.)
Employee Relationships. (a) HBI Keystone has provided or made available to TCBX a true and complete list identifying all employees of Keystone or any of its Subsidiaries as of a date not more than five (5) days before the date of this Agreement and specifying with respect to each such employee, as of such date, the employee’s: (i) name or employee identification number, (ii) job title, (iii) employing entity, (iv) primary work location, (v) date of hire, (vi) base salary or regular hourly wage rate, as applicable, (vii) classification as full-time or part-time, and (viii) classification as exempt or non-exempt under the Fair Labor Standards Act. Keystone has provided or made available to TCBX a true and complete list identifying all independent contractors of Keystone or any of its Subsidiaries as of the date hereof and specifying with respect to each such contractor, as of such date, the contractor’s: (A) length of service, (B) compensation terms, and (C) brief summary of services provided.
(b) Keystone and each of its Subsidiaries have complied in all material respects with all applicable Laws relating to its relationships with their employees, and HBI Keystone believes that the relationships between HBIKeystone’s and each of its Subsidiaries’ employees are good. To the Knowledge of HBIKeystone, no executive officer or manager of any of the operations of HBI Keystone or any of its Subsidiaries or of any group of employees of HBI or Keystone any of its Subsidiaries have any present plans to terminate their employment with HBI or Keystone any of its Subsidiaries. Except as set forth on Confidential Schedule 3.27(a3.27(b), HBI Keystone is not a party to any oral or written contracts or agreements granting benefits or rights to employees or any collective bargaining agreement or to any conciliation agreement with the Department of Labor, the Equal Employment Opportunity Commission or any federal, state or local agency that requires equal employment opportunities or affirmative action in employment. There are no unfair labor practice complaints pending against HBI or Keystone any of its Subsidiaries before the National Labor Relations Board and no similar claims pending before any similar state or local or foreign agency. There is no activity or proceeding of any labor organization (or representative thereof) or employee group to organize any employees of HBI or Keystone any of its Subsidiaries, nor of any strikes, slowdowns, work stoppages, lockouts or threats thereof, by or with respect to any such employees. HBI Keystone and each of its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and neither HBI Keystone nor any of its Subsidiaries is engaged in any unfair labor practice.
(bc) Set forth on Confidential Schedules 3.27(b3.27(c) is a complete and correct list of all employment agreements between HBI Keystone or any of its Subsidiaries and any employee of HBI Keystone or any of its SubsidiariesSubsidiaries (collectively, “Employment Agreements”). True and correct copies of all employment agreements Employment Agreements and all amendments thereto, have been furnished to TCBTCBX.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Third Coast Bancshares, Inc.), Agreement and Plan of Reorganization (Third Coast Bancshares, Inc.)
Employee Relationships. (a) HBI CBI and each of its Subsidiaries have CBI Subsidiary has complied in all material respects with all applicable Laws laws relating to its relationships with their respective employees, and HBI CBI and each CBI Subsidiary reasonably believes that the relationships relationship between HBI’s CBI or any CBI Subsidiary and each of its Subsidiaries’ respective employees are is good. To the Best Knowledge of HBICBI, no key executive officer or manager of any of the operations of HBI CBI or any of its Subsidiaries CBI Subsidiary or of any group of employees of HBI CBI or any of its Subsidiaries CBI Subsidiary has or have any present plans to terminate their employment. Confidential Schedule 3.20 contains a list of all employees of CBI and each CBI Subsidiary and their annual compensation and a list of all employment agreements, employment letters, change in control agreements, salary continuation and/or deferred compensation agreements or plans, severance plans and all other similar contracts, arrangements, plans, or understandings with HBI any employee of CBI or any CBI Subsidiary (the “Employment Contracts”) and the amounts owed by CBI and/or any CBI Subsidiary under the Employment Contracts in connection with the consummation of its Subsidiariesthe transactions contemplated by this Agreement. Except as set forth disclosed on Confidential Schedule 3.27(a), HBI 3.20 neither CBI nor any CBI Subsidiary is not a party to any oral or written contracts or agreements granting benefits or rights to employees or any collective bargaining agreement or to any conciliation agreement with the Department of Labor, the Equal Employment Opportunity Commission or any federal, state or local agency that requires equal employment opportunities or affirmative action in employment. There are no unfair labor practice complaints pending against HBI CBI or any of its Subsidiaries CBI Subsidiary before the National Labor Relations Board and no similar claims pending before any similar state or local or foreign agency. There is no activity or proceeding of any labor organization (or representative thereof) or employee group to organize any employees of HBI CBI or any of its SubsidiariesCBI Subsidiary, nor of any strikes, slowdowns, work stoppages, lockouts or threats thereof, by or with respect to any such employees. HBI CBI and each of its Subsidiaries CBI Subsidiary is in compliance in all material respects with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and neither HBI CBI nor any of its Subsidiaries CBI Subsidiary is engaged in any unfair labor practice.
(b) Set forth on Confidential Schedules 3.27(b) is a complete and correct list of all employment agreements between HBI or any of its Subsidiaries and any employee of HBI or any of its Subsidiaries. True and correct copies of all employment agreements and all amendments thereto, have been furnished to TCB.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Independent Bank Group, Inc.)
Employee Relationships. (a) HBI CBI and each of its Subsidiaries have complied in all material respects with all applicable Laws relating to its relationships with their employees, and HBI CBI believes that the relationships between HBICBI’s and each of its Subsidiaries’ employees are good. To the Knowledge of HBICBI, no executive officer or manager of any of the operations of HBI CBI or any of its Subsidiaries or of any group of employees of HBI CBI or any of its Subsidiaries have any present plans to terminate their employment with HBI CBI or any of its Subsidiaries. Except as set forth on Confidential Schedule 3.27(a), HBI CBI is not a party to any oral or written contracts or agreements granting benefits or rights to employees or any collective bargaining agreement or to any conciliation agreement with the Department of Labor, the Equal Employment Opportunity Commission or any federal, state or local agency that requires equal employment opportunities or affirmative action in employment. There are no unfair labor practice complaints pending against HBI CBI or any of its Subsidiaries before the National Labor Relations Board and no similar claims pending before any similar state or local or foreign agency. There is no activity or proceeding of any labor organization (or representative thereof) or employee group to organize any employees of HBI CBI or any of its Subsidiaries, nor of any strikes, slowdowns, work stoppages, lockouts or threats thereof, by or with respect to any such employees. HBI CBI and each of its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and neither HBI CBI nor any of its Subsidiaries is engaged in any unfair labor practice.
(b) Set forth on Confidential Schedules 3.27(b) is a complete and correct list of all employment agreements between HBI CBI or any of its Subsidiaries and any employee of HBI CBI or any of its Subsidiaries. True and correct copies of all employment agreements and all amendments thereto, have been furnished to TCBFFIN.
Appears in 1 contract
Employee Relationships. (a) HBI IBI and each of its Subsidiaries have IBI Subsidiary has complied in all material respects with all applicable Laws laws relating to its relationships with their respective employees, and HBI IBI and each IBI Subsidiary reasonably believes that the relationships relationship between HBI’s IBI or any IBI Subsidiary and each of its Subsidiaries’ respective employees are is good. To the Best Knowledge of HBIIBI, no key executive officer or manager of any of the operations of HBI IBI or any of its Subsidiaries IBI Subsidiary or of any group of employees of HBI IBI or any of its Subsidiaries IBI Subsidiary has or have any present plans to terminate their employment. Confidential Schedule 3.20 contains a list of all employees of IBI and each IBI Subsidiary and their annual compensation and a list of all employment agreements, employment letters, change in control agreements, salary continuation and/or deferred compensation agreements or plans, director long term care arrangements, severance plans and all other similar contracts, arrangements, plans, or understandings with HBI any employee of IBI or any IBI Subsidiary (the “Employment Contracts”) and the amounts owed by IBI and/or any IBI Subsidiary under the Employment Contracts in connection with the consummation of its Subsidiariesthe transactions contemplated by this Agreement. Except as set forth disclosed on Confidential Schedule 3.27(a), HBI 3.20 neither IBI nor any IBI Subsidiary is not a party to any oral or written contracts or agreements granting benefits or rights to employees or any collective bargaining agreement or to any conciliation agreement with the Department of Labor, the Equal Employment Opportunity Commission or any federal, state or local agency that requires equal employment opportunities or affirmative action in employment. There are no unfair labor practice complaints pending against HBI IBI or any of its Subsidiaries IBI Subsidiary before the National Labor Relations Board and no similar claims pending before any similar state or local or foreign agency. There is no activity or proceeding of any labor organization (or representative thereof) or employee group to organize any employees of HBI IBI or any of its SubsidiariesIBI Subsidiary, nor of any strikes, slowdowns, work stoppages, lockouts or threats thereof, by or with respect to any such employees. HBI IBI and each of its Subsidiaries IBI Subsidiary is in compliance in all material respects with all applicable Laws laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and neither HBI IBI nor any of its Subsidiaries IBI Subsidiary is engaged in any unfair labor practice.
(b) Set forth on Confidential Schedules 3.27(b) is a complete and correct list of all employment agreements between HBI or any of its Subsidiaries and any employee of HBI or any of its Subsidiaries. True and correct copies of all employment agreements and all amendments thereto, have been furnished to TCB.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Independent Bank Group, Inc.)
Employee Relationships. (a) HBI TBT and each of its Subsidiaries have complied in all material respects with all applicable Laws relating to its relationships with their employees, and HBI TBT believes that the relationships between HBITBT’s and each of its Subsidiaries’ employees are good. To the Knowledge of HBITBT, no executive officer or manager of any of the operations of HBI TBT or any of its Subsidiaries or of any group of employees of HBI TBT or any of its Subsidiaries have any present plans to terminate their employment with HBI TBT or any of its Subsidiaries. Except as set forth on Confidential Schedule 3.27(a), HBI TBT is not a party to any oral or written contracts or agreements granting benefits or rights to employees or any collective bargaining agreement or to any conciliation agreement with the Department of Labor, the Equal Employment Opportunity Commission or any federal, state or local agency that requires equal employment opportunities or affirmative action in employment. There are no unfair labor practice complaints pending against HBI TBT or any of its Subsidiaries before the National Labor Relations Board and no similar claims pending before any similar state or local or foreign agency. There is no activity or proceeding of any labor organization (or representative thereof) or employee group to organize any employees of HBI TBT or any of its Subsidiaries, nor of any strikes, slowdowns, work stoppages, lockouts or threats thereof, by or with respect to any such employees. HBI TBT and each of its Subsidiaries is in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and neither HBI TBT nor any of its Subsidiaries is engaged in any unfair labor practice.
(b) Set forth on Confidential Schedules 3.27(b) is a complete and correct list of all employment agreements between HBI TBT or any of its Subsidiaries and any employee of HBI TBT or any of its Subsidiaries. True and correct copies of all employment agreements and all amendments thereto, have been furnished made available to TCBFFIN.
(c) Except for the Customer Service Agreement (the “PEO Agreement”) between the Bank and G&A Outsourcing, Inc. (together with its Affiliates, the “PEO”) dated January 4, 2010, neither TBT nor any of its Subsidiaries is a party to or bound by any agreement relating to the employment of any current employee with a professional employer or employee leasing organization. TBT and its Subsidiaries have complied in all material respects with their obligations and responsibilities under the PEO Agreement.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (First Financial Bankshares Inc)