Common use of Labor and Other Employment Matters Clause in Contracts

Labor and Other Employment Matters. (a) The Company is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. The Company is not a party to any collective bargaining or other labor union contract applicable to persons employed by the Company, and no collective bargaining agreement or other labor union contract is being negotiated by the Company. There is no labor dispute, strike, slowdown or work stoppage against the Company pending or, to the knowledge of the Company, threatened which may interfere in any respect that would have a Material Adverse Effect with the respective business activities of the Company. To the Company’s knowledge, no employee of the Company is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. (b) The Company has identified in Section 4.11(b) of the Company Disclosure Schedule and has made available to Parent true and complete copies of (A) all severance and employment agreements with directors, officers or employees of or consultants to the Company, (B) all severance programs and policies of the Company with or relating to its employees, and (C) all plans, programs, agreements and other arrangements of the Company with or relating to its directors, officers, employees or consultants which contain change in control provisions. Except as set forth in Section 4.11(b) of the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, such as termination of employment) (A) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Company or affiliates from the Company or any of its affiliates under any Company Benefit Plan or otherwise, (B) increase any benefits otherwise payable under any Company Benefit Plan or (C) result in any acceleration of the time of payment or vesting of any material benefits. As of the Agreement Date, no individual who is a party to an employment agreement listed in Section 4.11(b) of the Company Disclosure Schedule or any agreement incorporating change in control provisions with the Company has terminated employment or been terminated, nor has any event occurred that could give rise to a termination event, in either case under circumstances that has given, or could give, rise to a severance obligation on the part of the Company under such agreement.

Labor and Other Employment Matters. (a) The Company is in material compliance with all applicable Laws laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. The Company is not a party to any collective bargaining or other labor union contract applicable to persons employed by the Company, and no collective bargaining agreement or other labor union contract is being negotiated by the Company. There is no labor dispute, strike, slowdown or work stoppage against the Company pending or, to the knowledge Knowledge of the Company, threatened which may interfere in any respect that would have a Company Material Adverse Effect with the respective business activities of the Company. To the Knowledge of the Company’s knowledge, no employee of the Company is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. (b) The Company has identified in Section 4.11(bno (i) of the Company Disclosure Schedule and has made available to Parent true and complete copies of (A) all severance and employment agreements with directors, officers or employees of of, or consultants to to, the Company, (Bii) all severance programs and policies of the Company with or relating to its employees, and (Ciii) all plans, programs, agreements and other arrangements of the Company with or relating to its directors, officers, employees or consultants which contain change in control provisions. Except as set forth in Section 4.11(b) of the Company Disclosure Schedule, none None of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, such as termination of employment) (Ai) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Company or affiliates from Affiliates of the Company or any of its affiliates Affiliates under any Company Benefit Plan (as hereinafter defined) or otherwise, (Bii) significantly increase any benefits otherwise payable under any Company Benefit Plan or (Ciii) result in any acceleration of the time of payment or vesting of any material benefits. As of the Agreement Date, no individual who is a party to an employment agreement listed in Section 4.11(b) of the Company Disclosure Schedule or any agreement incorporating change in control provisions with the Company has terminated employment or been terminated, nor has any event occurred that could give rise to a termination event, in either case under circumstances that has given, or could give, rise to a severance obligation on the part of the Company under such agreement.

Labor and Other Employment Matters. (a) The Each of the Company and the Bank is in material compliance with all applicable Applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, closings and wages and hours, except for instances of non-compliance that do not and are not expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company. The Except as set forth in Section 4.14(a) of the Company Disclosure Schedule or the SEC Reports, neither the Company nor the Bank is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the CompanyCompany or the Bank, and no collective bargaining agreement or other labor union contract is being negotiated by the CompanyCompany or the Bank. There is no material labor dispute, strike, slowdown or work stoppage against the Company or the Bank pending oragainst, or to the knowledge of the Company, threatened which may interfere in any respect that would have a Material Adverse Effect with against the respective business activities of Company or the CompanyBank. To the Company’s knowledge, no employee of the Company is or the Bank is, in any material respect respect, in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant with the Company, the Bank or to a former employer relating to the right of any such employee to be employed by the Company or the Bank because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. (b) The Company has identified in Section 4.11(b4.14(b)(i) of the Company Disclosure Schedule and has made available to Parent the Purchasers true and complete copies of (A) all severance and employment agreements with directors, officers and any Severance Agreements or employees of or consultants to the Company, (B) all severance programs and policies of Change in Control Agreements that the Company or the Bank has with or relating to its employees, and (C) all plans, programs, agreements and other arrangements any of the Company with or relating to its directors, officers, employees or consultants which contain change in control provisionsconsultants. Except as set forth in Section 4.11(b) of the Company Disclosure Schedule, none of Neither the execution and delivery of this Agreement or Agreement, the Other Transaction Documents, the Series B Certificate of Determination and the Series C Certificate of Determination nor the consummation of the transactions contemplated hereby or thereby, as applicable, by the Company or the Bank will (either alone or in conjunction with any other event, such as termination of employment) (A) result in any payment by the Company or the Bank or the increase of such payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director director, officer, employee or any employee consultant of the Company or affiliates from the Company or any of its affiliates under any Company Benefit Plan or otherwiseBank, (B) significantly increase any benefits otherwise payable under to any Company Benefit Plan such director, officer, employee or consultant, (C) result in any acceleration of the time of payment or vesting of or result in any material payment or funding (through a grantor trust or otherwise) of any compensation or benefits. As , under or pursuant to any such employment agreements or Severance or Change in Control Arrangements, or (D) result in payments under any Severance or Change in Control Arrangements that the Company or Bank has with any of its directors, officers, employees or consultants which would not be deductible under Section 162(m) or Section 280(G) of the Agreement Date, no Code. No individual who is a party to an any such employment agreement listed or a party to or covered by any such Severance or Change in Section 4.11(b) of the Company Disclosure Schedule or any agreement incorporating change in control provisions with the Company Control Arrangements has terminated his or her employment or has been terminatedterminated since January 1, nor 2009, nor, to the Company’s knowledge, has any event occurred that could give rise to a termination eventoccurred, in either case under circumstances other than the transactions contemplated by this Agreement, the Other Transaction Documents, the Series B Certificate of Determination and the Series C Certificate of Determination that has given, given or could give, reasonably be expected to give rise to a severance obligation on the part of the Company under any such agreementagreement or arrangement.

Labor and Other Employment Matters. (a) The Each of the Company and the Bank is in material compliance with all applicable Applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, closings and wages and hours, except for instances of non-compliance that do not and are not expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company. The Except as set forth in Section 4.14(a) of the Company Disclosure Schedule or the SEC Reports, neither the Company nor the Bank is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the CompanyCompany or the Bank, and no collective bargaining agreement or other labor union contract is being negotiated by the CompanyCompany or the Bank. There is no material labor dispute, strike, slowdown or work stoppage against the Company or the Bank pending oragainst, or to the knowledge of the Company, threatened which may interfere in any respect that would have a Material Adverse Effect with against the respective business activities of Company or the CompanyBank. To the Company’s knowledge, no employee of the Company is or the Bank is, in any material respect respect, in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant with the Company, the Bank or to a former employer relating to the right of any such employee to be employed by the Company or the Bank because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. (b) The Company has identified in Section 4.11(b4.14(b)(i) of the Company Disclosure Schedule and has made available to Parent the Purchasers true and complete copies of (A) all severance and employment agreements with directors, officers and any Severance Agreements or employees of or consultants to the Company, (B) all severance programs and policies of Change in Control Agreements that the Company or the Bank has with or relating to its employees, and (C) all plans, programs, agreements and other arrangements any of the Company with or relating to its directors, officers, employees or consultants which contain change in control provisionsconsultants. Except as set forth in Section 4.11(b) of the Company Disclosure Schedule, none of Neither the execution and delivery of this Agreement or the Other Transaction Documents, nor the consummation of the transactions contemplated hereby or thereby, as applicable, by the Company or the Bank will (either alone or in conjunction with any other event, such as termination of employment) (A) result in any payment by the Company or the Bank or the increase of such payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director director, officer, employee or any employee consultant of the Company or affiliates from the Company or any of its affiliates under any Company Benefit Plan or otherwiseBank, (B) significantly increase any benefits otherwise payable under to any Company Benefit Plan such director, officer, employee or consultant, (C) result in any acceleration of the time of payment or vesting of or result in any material payment or funding (through a grantor trust or otherwise) of any compensation or benefits. As , under or pursuant to any such employment agreements or Severance or Change in Control Arrangements, or (D) result in payments under any Severance or Change in Control Arrangements that the Company or Bank has with any of its directors, officers, employees or consultants which would not be deductible under Section 162(m) or Section 280(G) of the Agreement Date, no Code. No individual who is a party to an any such employment agreement listed or a party to or covered by any such Severance or Change in Section 4.11(b) of the Company Disclosure Schedule or any agreement incorporating change in control provisions with the Company Control Arrangements has terminated his or her employment or has been terminatedterminated since January 1, nor 2009, nor, to the Company’s knowledge, has any event occurred that could give rise to a termination eventoccurred, in either case under circumstances other than the transactions contemplated by this Agreement and the Other Transaction Documents, that has given, given or could give, reasonably be expected to give rise to a severance obligation on the part of the Company under any such agreementagreement or arrangement.

Labor and Other Employment Matters. (a) The Company and each of its Subsidiaries is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours, except where the failure to so comply would not, individually or in the aggregate, have a Material Adverse Effect. The Except as set forth in Section 3.11(a) of the Company Disclosure Memorandum, none of the Company or any of its Subsidiaries is not a party to any collective collective-bargaining agreement or other labor union contract applicable to persons employed by the CompanyCompany or any of its Subsidiaries, and no collective collective-bargaining agreement or other labor union contract is being negotiated by the CompanyCompany or any of its Subsidiaries. There is no labor dispute, strike, slowdown or work stoppage against the Company or any of its Subsidiaries pending or, to the knowledge of the Company, threatened which that may interfere in any respect that would have a Material Adverse Effect with the respective business activities of the CompanyCompany or any of its Subsidiaries. The Company has not engaged in any unfair labor practices within the meaning of the National Labor Relations Act or the Railway Labor Act. To the Company’s knowledge, no employee of the Company or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. (b) The Company has identified in Section 4.11(b3.11(b) of the Company Disclosure Schedule and Memorandum and, if written, has made available to Parent true and complete copies of (Ai) all severance and employment agreements with directors, officers or employees of or consultants to the CompanyCompany or any of its Subsidiaries, (Bii) all severance programs and policies of the Company and each of its Subsidiaries with or relating to its employees, and (Ciii) all plans, programs, agreements and other arrangements of the Company and each of its Subsidiaries with or relating to its directors, officers, employees or consultants which that contain change in change-in-control provisions. Except as set forth in Section 4.11(b3.11(b) of the Company Disclosure ScheduleMemorandum, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, such as termination of employment) (A) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Company or any of its Subsidiaries or affiliates from the Company or any of its Subsidiaries or affiliates under any Company Benefit Plan or otherwiseotherwise (except, however, that identified severance obligations to foreign employees are estimates and may vary based upon foreign regulations), (B) significantly increase any benefits otherwise payable under any Company Benefit Plan or (C) result in any acceleration of the time of payment or vesting of any material benefits. As of the Agreement Datedate of this Agreement, no individual who is a party to an employment agreement listed in Section 4.11(b3.11(b) of the Company Disclosure Schedule Memorandum or any agreement incorporating change in change-in-control provisions with the Company has terminated employment or been terminated, nor has any event occurred that could give rise to a termination event, in either case under circumstances that has given, or could give, rise to a severance obligation on the part of the Company under such agreementagreement (except, however, that foreign law may require certain severance obligations). Section 3.11(b) of the Company Disclosure Memorandum sets forth all the amounts payable to the executives listed therein, as a result of the transactions contemplated by this Agreement and/or any subsequent employment termination (including any cash-out or acceleration of options and restricted stock and any “gross-up” payments with respect to any of the foregoing), based on compensation data applicable as of the date of the Company Disclosure Memorandum and the assumptions stated therein.

Labor and Other Employment Matters. (a) The Company is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hours. The Company is not a party to any collective bargaining or other labor union contract applicable to persons employed by the Company, and no collective bargaining agreement or other labor union contract is being negotiated by the Company. There is no labor dispute, strike, slowdown or work stoppage against the Company pending or, to the knowledge Knowledge of the Company, threatened which may interfere in any respect that would have a Company Material Adverse Effect with the respective business activities of the Company. To the Knowledge of the Company’s knowledge, no employee of the Company is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. (b) The Company has identified in Section 4.11(b) 3.13 of the Company Disclosure Schedule and has made available to Parent true and complete copies of (Ai) all severance and employment agreements with directors, officers or employees of of, or consultants to to, the Company, (Bii) all severance programs and policies of the Company with or relating to its employees, and (Ciii) all plans, programs, agreements and other arrangements of the Company with or relating to its directors, officers, employees or consultants which contain change in control provisions. All such plans, programs, agreements and other arrangements have been maintained in compliance with Section 409A of the Code and Treasury Regulations thereunder. Except as set forth in Section 4.11(b) 3.13 of the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, such as termination of employment) (Ai) result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee of the Company or affiliates from of the Company or any of its affiliates under any Company Benefit Plan (as hereinafter defined) or otherwise, (Bii) significantly increase any benefits otherwise payable under any Company Benefit Plan or (Ciii) result in any acceleration of the time of payment or vesting of any material benefits. As of the Agreement Date, no individual who is a party to an employment agreement listed in Section 4.11(b) of the Company Disclosure Schedule or any agreement incorporating change in control provisions with the Company has terminated employment or been terminated, nor has any event occurred that could give rise to a termination event, in either case under circumstances that has given, or could give, rise to a severance obligation on the part of the Company under such agreement.

Labor and Other Employment Matters. (a) The Each of the Company and the Bank is in material compliance with all applicable Applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, closings and wages and hours, except for instances of non-compliance that do not and are not expected to have, either individually or in the aggregate, a Material Adverse Effect on the Company. The Neither the Company nor the Bank is not a party to any collective bargaining agreement or other labor union contract applicable to persons employed by the CompanyCompany or the Bank, and no collective bargaining agreement or other labor union contract is being negotiated by the CompanyCompany or the Bank. There is no material labor dispute, strike, slowdown or work stoppage against the Company or the Bank pending oragainst, or to the knowledge of the Company, threatened which may interfere in any respect that would have a Material Adverse Effect with against the respective business activities of Company or the CompanyBank. To the Company’s knowledge, no employee of the Company is or the Bank is, in any material respect respect, in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant with the Company, the Bank or to a former employer relating to the right of any such employee to be employed by the Company or the Bank because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. (b) The Company has identified All employment agreements and any Severance Agreements or Change in Section 4.11(b) of Control Agreements that the Company Disclosure Schedule and or the Bank has made available to Parent true and complete copies with any of (A) all severance and employment agreements with directors, officers or employees of or consultants to the Company, (B) all severance programs and policies of the Company with or relating to its employees, and (C) all plans, programs, agreements and other arrangements of the Company with or relating to its directors, officers, employees or consultants which contain change are listed, described or included in control provisions. Except as set forth the SEC Reports or in Section 4.11(b) 4.12 of the Company Disclosure Schedule, none of Schedules. Neither the execution and delivery of this Agreement or the Other Transaction Documents, nor the consummation of the transactions contemplated hereby or thereby, as applicable, by the Company or the Bank will (either alone or in conjunction with any other event, such as termination of employment) (A) result in any payment by the Company or the Bank or the increase of such payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director director, officer, employee or any employee consultant of the Company or affiliates from the Company or any of its affiliates under any Company Benefit Plan or otherwiseBank, (B) significantly increase any benefits otherwise payable under to any Company Benefit Plan such director, officer, employee or consultant, (C) result in any acceleration of the time of payment or vesting of or result in any material payment or funding (through a grantor trust or otherwise) of any compensation or benefits. As , under or pursuant to any such employment agreements or Severance or Change in Control Arrangements, or (D) result in payments under any Severance or Change in Control Arrangements that the Company or Bank has with any of its directors, officers, employees or consultants which would not be deductible under Section 162(m) or Section 280(G) of the Agreement Date, no Code. No individual who is a party to an any such employment agreement listed or a party to or covered by any such Severance or Change in Section 4.11(b) of the Company Disclosure Schedule or any agreement incorporating change in control provisions with the Company Control Arrangements has terminated his or her employment or has been terminatedterminated since January 1, nor 2012, nor, to the Company’s knowledge, has any event occurred that could give rise to a termination eventoccurred, in either case under circumstances other than the transactions contemplated by this Agreement and the Other Transaction Documents, that has given, given or could give, reasonably be expected to give rise to a severance obligation on the part of the Company under any such agreementagreement or arrangement.

Labor and Other Employment Matters. (a) The Section 3.28.1 Except as disclosed on Schedule 3.28.1, each of the Company and each of its Subsidiaries is in material compliance with all applicable Laws respecting labor, employment, fair employment practices, terms and conditions of employment, workers’ compensation, occupational safety, plant closings, and wages and hourshours such that any individual claim would result in a Company Material Adverse Effect with the respective business activities of the Company or any Subsidiary. The Except as disclosed on Schedule 3.28.1, none of the Company or any of its Subsidiaries is not a party aware of any claimed or alleged liability for any payment to any collective bargaining trust or other labor union contract applicable fund or to persons employed by the Companyany Governmental Authority, and no collective bargaining agreement with respect to unemployment compensation benefits, social security or other labor union contract is being negotiated by benefits or obligations for employees (other than routine payments to be made in the Companyordinary course of business and consistent with past practice). There is Except as disclosed on Schedule 3.28.1, there are no labor dispute, strike, slowdown or work stoppage against the Company controversies pending or, to the knowledge of the Company, threatened threatened, between the Company or any of its Subsidiaries and any of their current or former employees, which may interfere controversies have or could reasonably be expected to result in an action, suit, proceeding, claim, arbitration or investigation before any respect Governmental Authority such that any individual claim would have result in a Company Material Adverse Effect with the respective business activities of the CompanyCompany or any Subsidiary. To Except as disclosed on Schedule 3.28.1, to the Company’s knowledgeKnowledge, no employee of the Company or any of its Subsidiaries is in any material respect in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement, or any restrictive covenant to a former employer relating to the right of any such employee to be employed by the Company or such Subsidiary because of the nature of the business conducted or presently proposed to be conducted by it or to the use of trade secrets or proprietary information of others. (b) Section 3.28.2 The Company has identified in Section 4.11(b) of the Company Disclosure Schedule 3.28.2 and has made available to Parent true and complete copies of (A) all severance and employment agreements with directors, officers or employees of or consultants to the Company, Company or any of its Subsidiaries committing the Company or any of its Subsidiaries to make severance payments in the event of termination and (B) all written severance programs and policies of the Company and each of its Subsidiaries with or relating to its employees. Section 3.28.3 There are no pending or threatened claims (other than claims for benefits in the ordinary course), and (C) all planslawsuits or arbitrations which have been asserted or instituted against any Employee Plans, programs, agreements and other arrangements any fiduciaries thereof with respect to their duties to the Employee Plans or the assets of any of the Company with or relating to its directors, officers, employees or consultants which contain change in control provisions. Except as set forth in Section 4.11(b) trusts under any of the Company Disclosure Schedule, none of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event, such as termination of employment) (A) Employee Plans which could reasonably be expected to result in any payment (including, without limitation, severance, unemployment compensation, parachute or otherwise) becoming due to any director or any employee material liability of the Company or affiliates from the Company or any of its affiliates under any Company Benefit Plan or otherwiseSubsidiaries to the PBGC, (B) increase any benefits otherwise payable under any Company Benefit Plan or (C) result in any acceleration the Department of Treasury, the time Department of payment or vesting of any material benefits. As of the Agreement Date, no individual who is a party to an employment agreement listed in Section 4.11(b) of the Company Disclosure Schedule Labor or any agreement incorporating change in control provisions with the Company has terminated employment or been terminated, nor has any event occurred that could give rise to a termination event, in either case under circumstances that has given, or could give, rise to a severance obligation on the part of the Company under such agreementMultiemployer Plan.