Obligations to Employees. All material obligations and liabilities of and all payments by BDC or any ERISA Affiliate and all BDC Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts or other funds, to any government agency or authority or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) have been and are being paid to the extent required by applicable law or by the plan, trust, contract or past custom or practice, and adequate actuarial accruals and reserves for such payments have been and are being made by BDC or an ERISA Affiliate in accordance with GAAP and applicable law applied on a consistent basis and sound actuarial methods with respect to the following: (a) withholding taxes or unemployment compensation; (b) BDC Plans; (c) employment, salary continuation, consulting, retirement, early retirement, severance or reimbursement; and (d) collective bargaining plans and agreements. All accruals and reserves referred to in this Section 3.15 are correctly and accurately reflected and accounted for in all material respects in the BDC Financial Statements and the books, statements and records of BDC.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Merchants Bancorp), Agreement and Plan of Merger (Merchants Bancorp), Agreement and Plan of Merger (Merchants Bancorp)
Obligations to Employees. All material obligations and liabilities of and all payments by BDC ICB or any ERISA Affiliate and all BDC ICB Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts or other funds, to any government agency or authority or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) have been and are being paid to the extent required by applicable law or by the plan, trust, contract or past custom or practice, and adequate actuarial accruals and reserves for such payments have been and are being made by BDC ICB or an ERISA Affiliate in accordance with GAAP and applicable law applied on a consistent basis and sound actuarial methods with respect to the following: (a) withholding taxes or unemployment compensation; (b) BDC ICB Plans; (c) employment, salary continuation, consulting, retirement, early retirement, severance or reimbursement; and (d) collective bargaining plans and agreements. All accruals and reserves referred to in this Section 3.15 are correctly and accurately reflected and accounted for in all material respects in the BDC ICB Financial Statements and the books, statements and records of BDCICB.
Appears in 2 contracts
Samples: Plan of Merger (Old National Bancorp /In/), Agreement and Plan of Merger (Indiana Community Bancorp)
Obligations to Employees. All material obligations and liabilities of and all payments by BDC LSB or any ERISA Affiliate and all BDC LSB Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts or other funds, to any government agency or authority or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) have been and are being paid to the extent required by applicable law or by the plan, trust, contract or past custom or practice, and adequate actuarial accruals and reserves for such payments have been and are being made by BDC LSB or an ERISA Affiliate in accordance with GAAP and applicable law applied on a consistent basis and sound actuarial methods with respect to the following: (a) withholding taxes or unemployment compensation; (b) BDC LSB Plans; (c) employment, salary continuation, consulting, retirement, early retirement, severance or reimbursement; and (d) collective bargaining plans and agreements. All accruals and reserves referred to in this Section 3.15 are correctly and accurately reflected and accounted for in all material respects in the BDC LSB Financial Statements and the books, statements and records of BDCLSB.
Appears in 2 contracts
Samples: Defined Terms (LSB Financial Corp), Agreement and Plan of Merger (Old National Bancorp /In/)
Obligations to Employees. All material obligations and liabilities of and all payments by BDC TFC or any ERISA Affiliate and all BDC TFC Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts or other funds, to any government agency or authority or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) have been and are being paid to the extent required by applicable law or by the plan, trust, contract or past custom or practice, and adequate actuarial accruals and reserves for such payments have been and are being made by BDC TFC or an ERISA Affiliate in accordance with GAAP and applicable law applied on a consistent basis and sound actuarial methods with respect to the following: (a) withholding taxes or unemployment compensation; (b) BDC TFC Plans; (c) employment, salary continuation, consulting, retirement, early retirement, severance or reimbursement; and (d) collective bargaining plans and agreements. All accruals and reserves referred to in this Section 3.15 are correctly and accurately reflected and accounted for in all material respects in the BDC TFC Financial Statements and the books, statements and records of BDCTFC.
Appears in 2 contracts
Samples: Plan of Merger (Tower Financial Corp), Plan of Merger (Old National Bancorp /In/)