Labor Relations and Employment Agreements. Neither Premier nor any of the Premier Subsidiaries are a party to or bound by any collective bargaining agreement. Premier and the Premier Subsidiaries enjoy good working relationships with their employees, and there are no labor disputes pending, or to the Knowledge of Premier or Premier Bank threatened, that might materially and adversely affect the condition (financial or otherwise), assets, liabilities, business, operations or prospects of Premier or the Premier Subsidiaries. Except as disclosed in Schedule 3.17, neither Premier nor the Premier Subsidiaries have any employment contract, change of control agreement or policy, severance agreement, deferred compensation agreement, consulting agreement or similar obligation (including the amendments referred to below, an "Employment Obligation") with any director, officer, employee, agent or consultant; provided however, that, as of the date of this Agreement (and effective as of the Effective Time), each of Xxxxx X. Frame, Xxxx X. Xxxxxxxxxx and Xxxx X. Xxxxxx has executed an employment agreement with Premier Bank so as to, among other things, consent to certain respective changes in their duties, powers and functions following the Merger and waiving any right to obtain "change of control" or severance payments as a result of the Merger, such agreements to be substantially in the form of Exhibit D attached hereto. For the purposes of this Agreement, Messrs. Frame, Soffronoff and Xxxxxx, shall be referred to herein as the "Contract Employees". Except as disclosed in Schedule 3.17, as of the Effective Time (as defined in Section 9.2 herein), neither Premier nor the Premier Subsidiary will have any liability for employee termination rights arising out of any Employment Obligation and neither the execution nor the consummation of this Agreement shall, by itself, entitle any employee of Premier or the Premier Subsidiaries to any "change of control" payments or benefits. Except as set forth on Schedule 3.17, no payment that is owed or may become due to any director, officer, employee, or agent of Premier or an Premier Subsidiary will be non-deductible to Premier or an Premier Subsidiary or subject to tax under IRC (S) 280G or (S) 4999; nor will Premier or an Premier Subsidiary be required to "gross up" or otherwise compensate any such person because of the imposition of any excise tax on a payment to such person.
Labor Relations and Employment Agreements. Neither DBC nor ------------ ----------------------------------------- any of the DBC Subsidiaries are a party to or bound by any collective bargaining agreement. DBC and the DBC Subsidiaries enjoy good working relationships with their employees, and there are no labor disputes pending, or to the Knowledge of DBC or Drovers Bank threatened, that might materially and adversely affect the condition (financial or otherwise), assets, liabilities, business, operations or prospects of DBC or the DBC Subsidiaries. Except as disclosed in Schedule 3.17, ------------- neither DBC nor the DBC Subsidiaries have any employment contract, change of control, severance agreement, deferred compensation agreement, consulting agreement or similar obligation (including the Employment Agreement between A. Xxxxxxx Xxxx, Chairman, President and Chief Executive Officer of DBC, and Xxxxxx Bank in the form of Exhibit C hereto which is being --------- executed on the date hereof and which shall become effective at the Effective Time, an "Employment Obligation") with any director, officer, employee, agent or consultant. Except as disclosed in Schedule 3.17, as of the Effective Time (as ------------- defined in Section 9.2 herein), neither DBC nor the DBC Subsidiary will have any liability for employee termination rights arising out of any Employment Obligation.
Labor Relations and Employment Agreements. Neither Riverview Financial nor any of the Riverview Financial Subsidiaries is a party to or bound by any collective bargaining agreement. There are no labor disputes pending, or to the Knowledge of Riverview Financial, threatened, that would have a Material Adverse Effect on Riverview Financial. Except as disclosed in Schedule 4.22, neither Riverview Financial nor any of the Riverview Financial Subsidiaries has any Employment Obligation with any director, officer, employee, agent or consultant. Except as disclosed in Schedule 4.22, as of the Effective Time: (i) neither Riverview Financial nor the Riverview Financial Subsidiaries will have any liability for employee termination rights arising out of any Employment Obligation and neither the execution of this Agreement (ii) the consummation of the Merger shall not, by itself, entitle any employee of Riverview Financial or the Riverview Financial Subsidiaries to any “change of control” payments or benefits. Except as set forth on Schedule 4.22, no payment that is owed or may become due to any director, officer, employee, or agent of Riverview Financial or any Riverview Financial Subsidiary as a result of the consummation of the Merger will be non-deductible to Riverview Financial or any Riverview Financial Subsidiary or subject to tax under Internal Revenue Code of 1986, §280G or §4999; nor, except as set forth on Schedule 4.22, will Riverview Financial or any Riverview Financial Subsidiary be required to “gross up” or otherwise compensate any such person because of the imposition of any excise tax on a payment to such person as a result of the consummation of the Merger.
Labor Relations and Employment Agreements. Neither KHG ------------ ----------------------------------------- nor any of the KHG Subsidiaries are a party to or bound by any collective bargaining agreement. KHG and the KHG Subsidiaries enjoy good working relationships with their employees, and there are no labor disputes pending, or to the knowledge of KHG or the KHG Subsidiaries threatened, that might materially and adversely affect the condition (financial or otherwise), assets, liabilities, business or operations of KHG or LVNB. Except as disclosed in Schedule 3.17, neither KHG nor any of the KHG Subsidiaries have any employment ------------- contract, severance agreement, deferred compensation agreement, consulting agreement or similar obligation (an "Employment Obligation") with any director, officer, employee, agent or consultant. Except as disclosed in Schedule 3.17, ------------- as of the Effective Date (as defined in Section 9.2 herein), neither KHG nor any of the KHG Subsidiaries will have any liability for employee termination rights arising out of any Employment Obligation.
Labor Relations and Employment Agreements. Neither SFC nor ------------ ----------------------------------------- any of the SFC Subsidiaries are a party to or bound by any collective bargaining agreement. SFC and the SFC Subsidiaries enjoy good working relationships with their employees, and there are no labor disputes pending, or to the Knowledge of SFC or SCB threatened, that might materially and adversely affect the condition (financial or otherwise), assets, liabilities, business or operations of SFC or the SFC Subsidiaries. Except as disclosed in Schedule 3.17, neither SFC nor the ------------- SFC Subsidiaries have any employment contract, severance agreement, deferred compensation agreement, consulting agreement or similar obligation (including the amendments referred to in Section 7.1(g), an "Employment Obligation") with any director, officer, employee, agent or consultant. For the purposes of this Agreement, Messrs. Halpin, Marcmann, Xxxxxx and Poolas shall be referred to herein as the "Contract Employees.". Except as disclosed in Schedule 3.17, as of ------------- the Effective Time (as defined in Section 9.2 herein), neither SFC nor the SFC Subsidiary will have any liability for employee termination rights arising out of any Employment Obligation.
Labor Relations and Employment Agreements. (a) The Company is not a party to or bound by any collective bargaining agreement. The Company enjoys good working relationships with its employees, and there are no labor disputes pending, or to the Knowledge of the Company, Threatened, that might materially and adversely affect the condition (financial or otherwise), assets, liabilities, business, operations or prosperity of the Company. Except as disclosed in Schedule 3.13, the Company has no employment contract, severance agreement, deferred compensation agreement, consulting agreement or similar obligation (including the amendments and agreement referred to below, an "EMPLOYMENT OBLIGATION") with any director, officer, employee, agent or consultant. Except as disclosed in Schedule 3.13, as of the Closing Date, the Company will have no liability for employee termination rights arising out of any Employment Obligation.
(b) No payment that is owed or may become due to any director, officer, employee, or agent of the Company will be non-deductible to the Company or subject to tax under IRC ss. 280G or ss. 4999; nor will the Company be required to "gross up" or otherwise compensate any such person because of the imposition of any excise tax on a payment to such person.
(c) Except as set forth on SCHEDULE 3.13, the consummation of the Contemplated Transactions will not result in the payment, vesting, or acceleration of any benefit.
Labor Relations and Employment Agreements. Neither WNB ------------ ----------------------------------------- nor WIC is a party to or bound by any collective bargaining agreement. WNB and WIC enjoy good working relationships with their employees, and there are no labor disputes pending, or to the knowledge of WNB or WIC threatened, that might materially and adversely affect the condition (financial or otherwise), assets, liabilities, business or operations of WNB or WIC. Except as disclosed in Schedule 3.17, neither WNB nor WIC has employment contract, severance agreement, ------------- deferred compensation agreement, consulting agreement or similar obligation (an "Employment Obligation") with any director, officer, employee, agent or consultant, and all such persons are serving at the will and pleasure of WNB or WIC, as the case may be. Except as disclosed in Schedule 3.17, as of the ------------- Effective Date (as defined in Section 10.2 herein), neither WNB nor WIC will have any liability for employee termination rights arising out of any Employment Obligation.
Labor Relations and Employment Agreements. No Obligor is, as of the Closing Date, party to or bound by any collective bargaining agreement nor has any labor union been recognized as the representative of its employees. There are not any pending or, to the Obligors' knowledge, threatened or contemplated strikes, work stoppage or other collective labor disputes involving its employees.
Labor Relations and Employment Agreements. Neither SFC nor any of the SFC Subsidiaries are a party to or bound by any collective bargaining agreement. SFC and the SFC Subsidiaries enjoy good working relationships with their employees, and there are no labor disputes pending, or to the Knowledge of SFC or SCB threatened, that might materially and adversely affect the condition (financial or otherwise), assets, liabilities, business or operations of SFC or the SFC Subsidiaries. Except as disclosed in Schedule 3.17, neither SFC nor the SFC Subsidiaries have any employment contract, severance agreement, deferred compensation agreement, consulting agreement or similar obligation (including the amendments referred to in Section 7.1(g), an "Employment Obligation") with any director, officer, employee, agent or consultant. For the purposes of this Agreement, Messrs. Halpin, Marcmann, Schoxx xxx Poolas shall be referred to herein as the "Contract Employees.". Except as disclosed in Schedule 3.17, as of the Effective Time (as defined in Section 9.2 herein), neither SFC nor the SFC Subsidiary will have any liability for employee termination rights arising out of any Employment Obligation.
Labor Relations and Employment Agreements. Columbian is not a party to or bound by any collective bargaining agreement. To the knowledge of Columbian's senior officers, Columbian is not the subject of a proceeding asserting that it has committed an unfair labor practice (within the meaning of the National Labor Relations Act) or seeking to compel Columbian to bargain with any labor organization as to wages or conditions of employment, nor are there any labor disputes pending, or to the knowledge of the senior officers of Columbian threatened, that might materially and adversely affect the condition (financial or otherwise), assets, liabilities, business or operations of Columbian. Except as disclosed in Section 2.14 of Schedule I, Columbian does not have any employment contract, severance agreement, deferred compensation agreement, consulting agreement or similar obligation ("Employment Obligation") with any director, officer, employee, consultant or agent. Except as disclosed in Section 2.14 of Schedule I, Columbian does not have any contract, plan or arrangement which provides for payments or benefits in certain circumstances which, together with other payments or benefits payable to any participant therein or party thereto, might render any portion of any such payments or benefits subject to disallowance of deduction therefor as a result of the application of Section 162, 280G or any other section of the Code.
