Common use of Employees; Employee Benefit Plans; ERISA Clause in Contracts

Employees; Employee Benefit Plans; ERISA. 3.21.1 All material obligations of Tehama or its Subsidiaries for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits or social security benefits, whether arising by operation of law, by contract or by past custom, have been properly accrued for the periods covered thereby on the Tehama Financial Statements and paid when due. All material obligations of Tehama or its Subsidiaries, whether arising by operation of law, by contract or by past custom for vacation or holiday pay, bonuses and other forms of compensation which are payable to their respective directors, officers, employees or agents have been properly accrued on the Tehama Financial Statements for the periods covered thereby and paid when due. Except as set forth on Schedule 3.21.1, there are no unfair labor practice complaints, strikes, slowdowns, stoppages or other controversies pending or, to the Knowledge of Tehama, attempts to unionize or controversies threatened between Tehama or any Subsidiary or Affiliate and or relating to, any of their employees that are likely to have a Material Adverse Effect on Tehama and its Subsidiaries, taken as a whole. None of Tehama or any Subsidiary is a party to any collective bargaining agreement with respect to any of their employees and, except as set forth on Schedule 3.21.1, none of Tehama or any Subsidiary is a party to a written employment contract with any of their respective employees and there are no understandings with respect to the employment of any officer or employee of Tehama or any Subsidiary which are not terminable by Tehama or such Subsidiary without liability on not more than thirty (30) days' notice. Except as disclosed in the Tehama Financial Statements for the periods covered thereby, all material sums due for employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and all material benefit obligations under any Employee Plan (as defined in Section 3.21.3 hereof) or any Benefit Arrangement (as defined in Section 3.21.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Except as set forth on Schedule 3.21.1, no director, officer or employee of Tehama or any Subsidiary is entitled to receive any payment of any amount under any existing agreement, severance plan or other benefit plan as a result of the consummation of any transaction contemplated by this Agreement or the Merger Agreement. To Tehama's Knowledge, Tehama and its Subsidiaries have materially complied with all applicable federal and state statutes and regulations which govern workers' compensation, equal employment opportunity and equal pay, including, but not limited to, all civil rights laws, Presidential Executive Order 11246, the Fair Labor Standards Act of 1938, as amended, and the Americans with Disabilities Act.

Employees; Employee Benefit Plans; ERISA. 3.21.1 All material obligations of Tehama or its Subsidiaries Seller for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits or social security benefits, whether arising by operation of law, by contract or by past custom, have been properly accrued on the Seller Financial Statements for the periods covered thereby on the Tehama Financial Statements and paid when due. All Except as disclosed on Schedule 3.21.1, all material obligations of Tehama or its SubsidiariesSeller, whether arising by operation of law, by contract or by past custom for vacation or holiday pay, bonuses and other forms of compensation which are payable to their respective its directors, officers, employees or agents have been properly accrued on the Tehama Seller Financial Statements for the periods covered thereby and paid when due. Except as set forth on Schedule 3.21.1, there There are no unfair labor practice complaints, strikes, slowdowns, stoppages or other controversies pending or, to the Knowledge of Tehama, or attempts to unionize or controversies threatened between Tehama Seller or any Subsidiary or Affiliate and or of its Affiliates and/or relating to, to any of their its employees that are likely to have a Material Adverse Effect on Tehama and its Subsidiaries, taken as a wholeSeller. None of Tehama or any Subsidiary Seller is not a party to any collective bargaining agreement with respect to any of their its employees and, except as set forth on Schedule 3.21.1, none of Tehama or any Subsidiary Seller is not a party to a written employment contract with any of their respective its employees and there are no understandings with respect to the employment of any officer or employee of Tehama or any Subsidiary Seller which are not terminable by Tehama or such Subsidiary Seller without liability on not more than thirty (30) days' ’ notice. Except as disclosed in the Tehama Seller Financial Statements for the periods covered thereby, all material sums due for employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and all material benefit obligations under any Employee Plan (as defined in Section 3.21.3 hereof) or any Benefit Arrangement (as defined in Section 3.21.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Except as set forth on Schedule 3.21.1, no director, officer or employee of Tehama or any Subsidiary Seller is entitled to receive any payment of any amount under any existing agreement, severance plan or other benefit plan as a result of the consummation of any transaction contemplated by this Agreement or the Merger Agreement. To Tehama's Knowledge, Tehama and its Subsidiaries have Seller has materially complied with all applicable federal and state statutes and regulations which govern workers' ’ compensation, equal employment opportunity and equal pay, including, but not limited to, all civil rights laws, Presidential Executive Order 112461124, the Fair Labor Standards Act of 1938, as amended, and the Americans with Disabilities Act.

Employees; Employee Benefit Plans; ERISA. 3.21.1 All material obligations of Tehama Auburn or its Subsidiaries for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits or social security benefits, whether arising by operation of law, by contract or by past custom, have been properly accrued for the periods covered thereby on the Tehama Auburn Financial Statements and paid when due. All material obligations of Tehama Auburn or its Subsidiaries, whether arising by operation of law, by contract or by past custom for vacation or holiday pay, bonuses and other forms of compensation which are payable to their respective directors, officers, employees or agents have been properly accrued on the Tehama Auburn Financial Statements for the periods covered thereby and paid when due. Except as set forth on Schedule 3.21.1, there are no unfair labor practice complaints, strikes, slowdowns, stoppages or other controversies pending or, to the Knowledge of TehamaAuburn, attempts to unionize or controversies threatened between Tehama Auburn or any Subsidiary or Affiliate and or relating to, any of their employees that are likely to have a Material Adverse Effect on Tehama Auburn and its Subsidiaries, taken as a whole. None of Tehama Auburn or any Subsidiary is a party to any collective bargaining agreement with respect to any of their employees and, except as set forth on Schedule 3.21.1, none of Tehama Auburn or any Subsidiary is a party to a written employment contract with any of their respective employees and there are no understandings with respect to the employment of any officer or employee of Tehama Auburn or any Subsidiary which are not terminable by Tehama Auburn or such Subsidiary without liability on not more than thirty (30) days' ’ notice. Except as disclosed in the Tehama Auburn Financial Statements for the periods covered thereby, all material sums due for employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and all material benefit obligations under any Employee Plan (as defined in Section 3.21.3 hereof) or any Benefit Arrangement (as defined in Section 3.21.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Except as set forth on Schedule 3.21.1, no director, officer or employee of Tehama Auburn or any Subsidiary is entitled to receive any payment of any amount under any existing agreement, severance plan or other benefit plan as a result of the consummation of any transaction contemplated by this Agreement or the Merger Agreement. To Tehama's Auburn’s Knowledge, Tehama Auburn and its Subsidiaries have materially complied with all applicable federal and state statutes and regulations which govern workers' ’ compensation, equal employment opportunity and equal pay, including, but not limited to, all civil rights laws, Presidential Executive Order 112461124, the Fair Labor Standards Act of 1938, as amended, and the Americans with Disabilities Act.

Employees; Employee Benefit Plans; ERISA. 3.21.1 All material obligations of Tehama or its Subsidiaries BMC for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits or social security benefits, whether arising by operation of law, by contract or by past custom, have been properly accrued for the periods covered thereby on the Tehama BMC Financial Statements and paid when due. All material obligations of Tehama or its SubsidiariesBMC, whether arising by operation of law, by contract or by past custom for vacation or holiday pay, bonuses and other forms of compensation which are payable to their respective directors, officers, employees or agents have been properly accrued on the Tehama BMC Financial Statements for the periods covered thereby and paid when due. Except as set forth on Schedule 3.21.1, there are no unfair labor practice complaints, strikes, slowdowns, stoppages or other controversies pending or, to the Knowledge of TehamaBMC, attempts to unionize or controversies threatened between Tehama or any Subsidiary BMC or Affiliate and or relating to, any of their employees that are likely to have a Material Adverse Effect on Tehama and its Subsidiaries, taken as a wholeBMC. None of Tehama or any Subsidiary BMC is not a party to any collective bargaining agreement with respect to any of their employees and, except as set forth on Schedule 3.21.1, none of Tehama or any Subsidiary BMC is not a party to a written employment contract with any of their respective its employees and there are no understandings with respect to the employment of any officer or employee of Tehama or any Subsidiary BMC which are not terminable by Tehama or such Subsidiary BMC without liability on not more than thirty (30) days' ’ notice. Except as disclosed in the Tehama BMC Financial Statements for the periods covered thereby, all material sums due for employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and all material benefit obligations under any Employee Plan (as defined in Section 3.21.3 hereof) or any Benefit Arrangement (as defined in Section 3.21.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Except as set forth on Schedule 3.21.1, no director, officer or employee of Tehama or any Subsidiary BMC is entitled to receive any payment of any amount under any existing agreement, severance plan or other benefit plan as a result of the consummation of any transaction contemplated by this Agreement or the Merger Agreement. To Tehama's Knowledge, Tehama and its Subsidiaries have materially BMC has complied with all applicable federal and state statutes and regulations which govern workers' ’ compensation, equal employment opportunity and equal pay, including, but not limited to, all civil rights laws, Presidential Executive Order 112461124, the Fair Labor Standards Act of 1938, as amended, and the Americans with Disabilities Act.

Employees; Employee Benefit Plans; ERISA. 3.21.1 All material obligations of Tehama or its Subsidiaries Legacy for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits or social security benefits, whether arising by operation of law, by contract or by past custom, have been properly accrued for the periods covered thereby on the Tehama Legacy Financial Statements and paid when due. All To Legacy's Knowledge, and except as disclosed on Schedule 3.21.1, all material obligations of Tehama or its SubsidiariesLegacy, whether arising by operation of law, by contract or by past custom for vacation or holiday pay, bonuses and other forms of compensation which are payable to their respective directors, officers, employees or agents have been properly accrued on the Tehama Legacy Financial Statements for the periods covered thereby and paid when due. Except as set forth on Schedule 3.21.1To Legacy's Knowledge, there are no unfair labor practice complaints, strikes, slowdowns, stoppages or other controversies pending or, to the Knowledge of TehamaLegacy, attempts to unionize or controversies threatened between Tehama Legacy or any Subsidiary or Affiliate of its Affiliates and or relating to, any of their employees that are likely to have a Material Adverse Effect on Tehama and its SubsidiariesLegacy, taken as a whole. None of Tehama or any Subsidiary Legacy is not a party to any collective bargaining agreement with respect to any of their employees and, except as set forth on Schedule 3.21.1, none of Tehama or any Subsidiary Legacy is not a party to a written employment contract with any of their respective its employees and there are no understandings with respect to the employment of any officer or employee of Tehama or any Subsidiary Legacy which are not terminable by Tehama or such Subsidiary Legacy without liability on not more than thirty (30) days' notice. Except as disclosed in the Tehama Legacy Financial Statements for the periods covered thereby, all material sums due for employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and all material benefit obligations under any Employee Plan (as defined in Section 3.21.3 hereof) or any Benefit Arrangement (as defined in Section 3.21.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Except as set forth on Schedule 3.21.1, no director, officer or employee of Tehama or any Subsidiary Legacy is entitled to receive any payment of any amount under any existing agreement, severance plan or other benefit plan as a result of the consummation of any transaction contemplated by this Agreement or the Merger Agreement. To TehamaLegacy's Knowledge, Tehama and its Subsidiaries have Legacy has materially complied with all applicable federal and state statutes and regulations which govern workers' compensation, equal employment opportunity and equal pay, including, but not limited to, all civil rights laws, Presidential Executive Order 112461124, the Fair Labor Standards Act of 1938, as amended, and the Americans with Disabilities Act.

Employees; Employee Benefit Plans; ERISA. 3.21.1 3.19.1 All material obligations of Tehama or its Subsidiaries Granite, LLC for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits or social security benefits, whether arising by operation of law, by contract or by past custom, have been properly accrued for the periods covered thereby on the Tehama Granite, LLC Financial Statements and paid when due. All material obligations of Tehama or its SubsidiariesGranite, LLC, whether arising by operation of law, by contract or by past custom for vacation or holiday pay, bonuses and other forms of compensation which are payable to their respective directors, officers, employees or agents have been properly accrued on the Tehama Granite, LLC Financial Statements for the periods covered thereby and paid when due. Except as set forth on Schedule 3.21.13.19, there are no unfair labor practice complaints, strikes, slowdowns, stoppages or other controversies pending or, to the Knowledge of TehamaGranite, LLC, attempts to unionize or controversies threatened between Tehama or any Subsidiary or Affiliate and or relating to, any of their Granite, LLC’s employees that are likely to have a Material Adverse Effect on Tehama and its SubsidiariesGranite, taken as a wholeLLC. None of Tehama or any Subsidiary Granite, LLC is not a party to any collective bargaining agreement with respect to any of their employees and, except as set forth on Schedule 3.21.13.19, none of Tehama or any Subsidiary Granite, LLC is not a party to a written employment contract with any of their respective employees and there are no understandings with respect to the employment of any officer or employee of Tehama or any Subsidiary Granite, LLC which are not terminable by Tehama or such Subsidiary Granite, LLC without liability on not more than thirty (30) days' noticeliability. Except as disclosed in the Tehama Granite, LLC Financial Statements for the periods covered thereby, all material sums due for director, officer, contingent worker, and employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and all material benefit obligations under any Employee Plan (as defined in Section 3.21.3 hereof) or any Benefit Arrangement (as defined in Section 3.21.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Except as set forth on Schedule 3.21.13.19, no director, officer officer, contingent worker or employee of Tehama or any Subsidiary Granite, LLC is entitled to receive any payment of any amount under any existing agreement, severance plan or other benefit plan as a result of the consummation of any transaction contemplated by this Agreement or the Merger AgreementAgreements. To Tehama's KnowledgeGranite, Tehama and its Subsidiaries have LLC has materially complied with all applicable federal and state statutes and regulations which govern workers' compensation, equal employment opportunity and equal payrelating to employment, including, but not limited to, all civil rights laws, Presidential Executive Order 112461124, the Fair Labor Standards Act of 1938, as amended, and the Americans with Disabilities Act.

Employees; Employee Benefit Plans; ERISA. 3.21.1 All material obligations of Tehama GLOBAL or its Subsidiaries for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits or social security benefits, whether arising by operation of law, by contract or by past custom, have been properly accrued for the periods covered thereby on the Tehama GLOBAL Financial Statements and paid when due. All material obligations of Tehama GLOBAL or its Subsidiaries, whether arising by operation of law, by contract or by past custom for vacation or holiday pay, bonuses and other forms of compensation which are payable to their respective directors, officers, employees or agents have been properly accrued on the Tehama GLOBAL Financial Statements for the periods covered thereby and paid when due. Except as set forth on Schedule 3.21.1, there are no unfair labor practice complaints, strikes, slowdowns, stoppages or other controversies pending or, to the Knowledge of TehamaGLOBAL or CAPITOL, attempts to unionize or controversies threatened between Tehama GLOBAL or any Subsidiary or Affiliate and or relating to, any of their employees that are likely to have a Material Adverse Effect on Tehama GLOBAL and its Subsidiaries, taken as a whole. None of Tehama GLOBAL or any Subsidiary is a party to any collective bargaining agreement with respect to any of their employees and, except as set forth on Schedule 3.21.1, none of Tehama GLOBAL or any Subsidiary is a party to a written employment contract with any of their respective employees and there are no understandings with respect to the employment of any officer or employee of Tehama GLOBAL or any Subsidiary which are not terminable by Tehama GLOBAL or such Subsidiary without liability on not more than thirty (30) days' notice. Except as disclosed in the Tehama GLOBAL Financial Statements for the periods covered thereby, all material sums due for employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and all material benefit obligations under any Employee Plan (as defined in Section 3.21.3 hereof) or any Benefit Arrangement (as defined in Section 3.21.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Except as set forth on Schedule 3.21.1, no director, officer or employee of Tehama GLOBAL or any Subsidiary is entitled to receive any payment of any amount under any existing agreement, severance plan or other benefit plan as a result of the consummation of any transaction contemplated by this Agreement or the Merger Agreement. To TehamaGLOBAL's or CAPITOL's Knowledge, Tehama and its Subsidiaries have it has materially complied with all applicable federal and state statutes and regulations which govern workers' compensation, equal employment opportunity and equal pay, including, but not limited to, all civil rights laws, Presidential Executive Order 112461124, the Fair Labor Standards Act of 1938, as amended, and the Americans with Disabilities Act.