Common use of Employment Matters; Employee Relations Clause in Contracts

Employment Matters; Employee Relations. (a) Seller has delivered to Purchaser a true, complete and accurate list of all persons employed by Seller at each Branch as of the date of this Agreement, including those on leave of absence (medical, family, military, personal or other), disability, layoff and vacation, together with title, date of hire, compensation of each and, for purposes of Benefit Plan accrual calculations, date of birth. (b) Seller (i) has paid in full to or accrued on behalf of all of its employees at the Branches all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services rendered, including all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services performed by them and all vacation pay, sick pay, severance pay and other amounts promised to the extent required by law or its existing policies or practices, and (ii) is in compliance in all material respects with all applicable federal, state and local laws, statutes, rules and regulations with regard to employment and employment practices, terms and conditions, and wages and hours and other compensation matters; and no person has, to the Knowledge of Seller, asserted that Seller is liable in any amount for any arrearages in wages or employment taxes or for any penalties for failure to comply with any of the foregoing. (c) There is no action, suit or proceeding by any person pending or, to the Knowledge of Seller, threatened against Seller (or its employees), involving employment discrimination, harassment, wrongful discharge or similar claims relating in any way to the Branches or any of Seller’s employees at the Branches. Seller is not a party to or bound by any collective bargaining agreement with any of the employees of the Branches, any labor union or any other collective bargaining unit or organization. There is no pending or, to Seller’s Knowledge, threatened labor dispute, work stoppage or strike involving a Branch or any of Seller’s employees at a Branch, or any pending or, to Seller’s Knowledge, threatened proceeding in which it is asserted that Seller has committed an unfair labor practice, and, to Seller’s Knowledge, there is no activity involving it or any of the employees of the Branches seeking to certify a collective bargaining unit or engaging in any other labor organization activity.

Appears in 2 contracts

Samples: Purchase and Assumption Agreement (Capital Bank Corp), Purchase and Assumption Agreement (Omni Financial Services, Inc.)

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Employment Matters; Employee Relations. (a) Seller has delivered to Purchaser a true, complete and accurate list of all persons employed by Seller at each Branch as of the date of this Agreement, including those on leave of absence (medical, family, military, personal or other), disability, layoff and vacation, together with title, date of hire, compensation of each and, for purposes of Benefit Plan accrual calculations, date of birth. (b) Seller Centennial (i) has paid in full to or accrued on behalf of all of its respective directors, officers and employees at the Branches all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services rendered, including all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services performed by them to the date of this Agreement and all vacation pay, sick pay, severance pay and other amounts promised to the extent required by law or its existing policies or practices, and (ii) is in compliance in all material respects with all applicable federal, state and local laws, statutes, rules and regulations with regard to employment and employment practices, terms and conditions, and wages and hours and other compensation matters; and no person has, to the Knowledge best knowledge and belief of Sellermanagement of Centennial, asserted that Seller Centennial is liable in any amount for any arrearages in wages or employment taxes or for any penalties for failure to comply with any of the foregoing. (cb) There is no action, suit or proceeding by any person pending or, to the Knowledge best knowledge and belief of Sellermanagement of Centennial, threatened against Seller Centennial (or its employees), involving employment discrimination, harassment, wrongful discharge or similar claims relating in any way to the Branches or any of Seller’s employees at the Branchesclaims. Seller Centennial is not a party to or bound by any collective bargaining agreement with any of the employees of the Branchesits employees, any labor union or any other collective bargaining unit or organization. There is no pending or, to Seller’s KnowledgeCentennial's best knowledge, threatened labor dispute, work stoppage or strike involving a Branch Centennial, or any of Seller’s employees at a Branchits employees, or any pending or, to Seller’s KnowledgeCentennial's best knowledge, threatened proceeding in which it is asserted that Seller Centennial has committed an unfair labor practice, ; and, to Seller’s Knowledge, there Centennial is no not aware of any activity involving it or any of the its employees of the Branches seeking to certify a collective bargaining unit or engaging in any other labor organization activity.

Appears in 1 contract

Samples: Merger Agreement (Crescent Financial Corp)

Employment Matters; Employee Relations. (a) Seller has delivered to Purchaser a true, complete Catawba and accurate list of all persons employed by Seller at each Branch as of the date of this Agreement, including those on leave of absence (medical, family, military, personal or other), disability, layoff and vacation, together with title, date of hire, compensation of each and, for purposes of Benefit Plan accrual calculations, date of birth. (b) Seller Bancshares (i) has -------------------------------------- have paid in full to or accrued on behalf of all of its directors, officers, and employees at the Branches all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services rendered, including all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services performed by them and all vacation payfees, sick pay, severance pay and pay, all other amounts promised to the extent required by law or its existing policies when Catawba or practices, Bancshares have a policy of making such payments and other direct compensation for all services performed by them to the date of this Agreement and (ii) is in compliance in all material respects with all applicable federal, state state, and local laws, statutes, rules rules, and regulations with regard to employment and employment practices, terms and conditions, and wages and hours hours, and other compensation matters; and no person has, to the Knowledge best knowledge of Sellermanagement of Catawba and Bancshares, asserted that Seller Catawba or Bancshares is liable in any amount for any arrearages in wages or employment taxes or for any penalties for failure to comply with any of the foregoing. (c) . There is no action, suit suit, or proceeding by any person pending or, to the Knowledge best knowledge of Sellermanagement of Catawba and Bancshares, threatened threatened, against Seller Catawba or Bancshares (or any of its employees), involving employment discrimination, sexual harassment, wrongful discharge discharge, or similar claims relating in any way to the Branches or any of Seller’s employees at the Branchesclaims. Seller Neither Catawba nor Bancshares is not a party to or bound by any collective bargaining agreement with any of the employees of the Branchesits employees, any labor union union, or any other collective bargaining unit or organization. There is no pending or, to Seller’s Knowledge, or threatened labor dispute, work stoppage stoppage, or strike involving a Branch Catawba or Bancshares and any of Seller’s employees at a Branchits employees, or any pending or, to Seller’s Knowledge, or threatened proceeding in which it is asserted that Seller Catawba or Bancshares has committed an unfair labor practice, and, to Seller’s Knowledge, there ; and management of Catawba and Bancshares is no not aware of any activity involving it them or any of the their employees of the Branches seeking to certify a collective bargaining unit or engaging in any other labor organization activity.

Appears in 1 contract

Samples: Share Exchange Agreement (Catawba Valley Bancshares Inc)

Employment Matters; Employee Relations. (a) Seller SSB has delivered Previously Disclosed to Purchaser BNC a truelisting of the names, complete years of credited service and accurate list current base salary or wage rates of all persons employed by Seller at each Branch of its employees as of the date of this AgreementJanuary 1, including those on leave of absence (medical, family, military, personal or other), disability, layoff and vacation, together with title, date of hire, compensation of each and, for purposes of Benefit Plan accrual calculations, date of birth.2006. SSB (b) Seller (i) has paid in full to or accrued on behalf of all of its directors, officers and employees at the Branches all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services rendered, including all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services performed by them to the date of this Agreement, and all vacation pay, sick pay, severance pay, overtime pay and other amounts promised to the extent required by for which it is obligated under applicable law or its SSB’s existing agreements, benefit plans, policies or practices, and (ii) is in material compliance in all material respects with all applicable federal, state and local laws, statutes, rules and regulations with regard to employment and employment practices, terms and conditions, and wages and hours and other compensation matters; and and, no person has, to the Knowledge of Seller, has asserted that Seller SSB is liable in any amount for any arrearages arrearage in wages or employment taxes or for any penalties for failure to comply with any of the foregoing. (cb) There is no action, suit or proceeding by any person pending or, to the Best Knowledge of Sellerthe management of SSB, threatened threatened, against Seller SSB (or its employeesany employees of SSB), involving employment discrimination, sexual harassment, wrongful discharge or similar claims relating in any way to the Branches or any of Seller’s employees at the Branches. Seller claims. (c) SSB is not a party to or bound by any collective bargaining agreement with any of the employees of the Branchesits employees, any labor union or any other collective bargaining unit or organization. There is no pending or, to Seller’s Knowledgethe Best Knowledge of the management of SSB, threatened labor dispute, work stoppage or strike involving a Branch or SSB and any of Seller’s employees at a Branchits employees, or any pending or, to Seller’s Knowledge, or threatened proceeding in which it is asserted that Seller SSB has committed an unfair labor practice, ; and, to Seller’s Knowledgethe Best Knowledge of the management of SSB, there is no activity involving it SSB or any of the its employees of the Branches seeking to certify a collective bargaining unit or engaging in any other labor organization activity.

Appears in 1 contract

Samples: Merger Agreement (BNC Bancorp)

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Employment Matters; Employee Relations. (a) Seller has delivered to Purchaser a true, complete and accurate list of all persons employed by Seller at each Branch as of the date of this Agreement, including those on leave of absence (medical, family, military, personal or other), disability, layoff and vacation, together with title, date of hire, compensation of each and, for purposes of Benefit Plan accrual calculations, date of birth. (b) Seller (i) has paid in full to or accrued on behalf of all of its employees at the Branches all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services rendered, including all wages, salaries, commissions, bonuses, fees and other direct compensation for all labor or services performed by them and all vacation pay, sick pay, severance pay and other amounts promised to the extent required by law or its existing policies or practices, and (ii) is in compliance in all material respects with all applicable federal, state and local laws, statutes, rules and regulations with regard to employment and employment practices, terms and conditions, and wages and hours and other compensation matters; and no person has, to the Knowledge of Seller, asserted that Seller is liable in any amount for any arrearages in wages or employment taxes or for any penalties for failure to comply with any of the foregoing. (c) . There is no action, suit or proceeding by any person pending or, to the Knowledge of Seller, threatened against Seller (or its employees), involving employment discrimination, harassment, wrongful discharge or similar claims relating in any way to the Branches or any of Seller’s employees at the Branches. Seller is not a party to or bound by any collective bargaining agreement with any of the employees of the Branches, any labor union or any other collective bargaining unit or organization. There is no pending or, to Seller’s Knowledge, threatened labor dispute, work stoppage or strike involving a Branch or any of Seller’s employees at a Branch, or any pending or, to Seller’s Knowledge, threatened proceeding in which it is asserted that Seller has committed an unfair labor practice, and, to Seller’s Knowledge, there is no activity involving it or any of the employees of the Branches seeking to certify a collective bargaining unit or engaging in any other labor organization activity.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Premierwest Bancorp)

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