Common use of Obligations to Employees Clause in Contracts

Obligations to Employees. All accrued obligations and liabilities of KBC, each of its Subsidiaries and all Employee Plans, for payments to trusts (including grantor 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) with respect to any of the matters listed below have been timely paid to the extent required by applicable Law or the terms of such plan, contract program, policy, or other governing instruments: (a) withholding taxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights plans and agreements; (c) all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to, by KBC or any of its Subsidiaries for its current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by KBC or its Subsidiaries in accordance with GAAP and applicable Law applied on a consistent basis. All obligations and liabilities of KBC and each of its Subsidiaries for all other forms of compensation that are or may be payable to their current or former directors, officers, employees or agents, or pursuant to any Employee Plan, have been and are being paid to the extent required by applicable Law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by KBC and each of its Subsidiaries in accordance with GAAP. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in the KBC Financial Statements and the books, statements and records of KBC and each of its Subsidiaries.

Obligations to Employees. All accrued obligations and liabilities of KBC, each of its Subsidiaries and all Employee Planspayments by Cochrane, all Cochrane Plans and all Benefit Arrangements, whether arising by operation of law, by contract, by past custom or otherwise, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority, authority or to any present or former director, officer, employee or agent of Cochrane (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been timely paid to the extent required by applicable Law law or by the terms of such plan, contract programtrust, policyagreement, past custom or other governing instrumentspractice or otherwise. Adequate actuarial accruals and reserves for such payments, if applicable, have been and are being made by Cochrane in accordance with GAAP applied on a consistent basis, applicable law and, if applicable, actuarial methods with respect to the following: (a) withholding taxes, unemployment compensation or and social security or other government benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock Cochrane Plans and stock appreciation rights plans and agreementsBenefits Arrangements; (c) all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, severance and bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plansor hospitalization contracts or policies; and (fe) all other incentive, welfare (including vacation and sick pay)welfare, retirement or employee benefit plans or agreements maintained or maintained, sponsored, participated in, in or contributed to by Cochrane for, and all other compensation paid by Cochrane to, by KBC or any of its Subsidiaries for its current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently requiredAll obligations, adequate actuarial accruals and reserves for such payments have been and are being made by KBC or its Subsidiaries in accordance with GAAP and applicable Law applied on a consistent basis. All obligations and liabilities of KBC and each of its Subsidiaries for all other forms of compensation that are or may be payable to their current or former directorsliabilities, officerspayments, employees or agents, or pursuant to any Employee Plan, have been and are being paid to the extent required by applicable Law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by KBC and each of its Subsidiaries in accordance with GAAP. All accruals and reserves referred to in this Section 4.19 have either been paid in full or are correctly and accurately adequately reflected and accounted for in all material respects in the KBC Cochrane Financial Statements with respect to all periods ending on or prior to respective dates covered thereby and thereafter in the books, statements books and records of KBC and each of its SubsidiariesCochrane.

Obligations to Employees. All Except as otherwise provided in the Disclosure Schedule, all accrued obligations and liabilities of KBCShelby County, each of its SCSB, the Subsidiaries and all Employee the Shelby County Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority, authority or to any present or former director, officer, employee or agent of Shelby County, SCSB or either of the Subsidiaries (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been timely and are being paid to the extent required by applicable Law law or by the terms of such plan, trust, contract programor past custom or practice, policyand adequate accruals and reserves for such payments have been and are being made by Shelby County, or other governing instrumentsSCSB and the Subsidiaries in accordance with generally accepted accounting principles and applicable law applied on a consistent basis and actuarial methods with respect to the following: (a) withholding taxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock option and stock appreciation rights plans and agreements; (c) all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, reimbursement or bonus plans or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, programs or agreements; (e) all group insurance and health contracts, policies contracts and planspolicies; and (f) all other incentive, welfare (including vacation and sick pay)welfare, retirement or employee benefit plans or agreements maintained or maintained, sponsored, participated in, or contributed toto by Shelby County, by KBC SCSB or any either of its the Subsidiaries for its their current or former directors, officers, employees and agents. To , including, without limitation, all liabilities and obligations to the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by KBC or its Subsidiaries in accordance with GAAP and applicable Law applied on a consistent basisShelby County Plans. All obligations and liabilities of KBC Shelby County, SCSB and each the Subsidiaries, whether arising by operation of its Subsidiaries law, by contract or by past custom or practice, for all other forms of compensation that which are or may be payable to their current or former directors, officers, employees or agents, or pursuant to any Employee Plan, agents have been and are being paid to the extent required by applicable Law law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by KBC Shelby County, SCSB and each of its the Subsidiaries in accordance with GAAPgenerally accepted accounting and principles applied on a consistent basis. All Except as otherwise provided in the Disclosure Schedule, all accruals and reserves referred to in this Section 4.15 are correctly and accurately reflected and accounted for in all material respects in the KBC Shelby County Financial Statements and the books, statements and records of KBC Shelby County, SCSB and each the Subsidiaries. SCSB is not and has not engaged in any unfair labor practice within the meaning of the National Labor Relations Act, as amended, and there is no proceeding or investigation pending or threatened against it with respect thereto. There are no, and during the last five (5) years have not been any, formal, informal or internal charges or complaints of, or any proceedings or lawsuits pending or threatened involving, discrimination or harassment, nor is there any investigation pending or threatened before the Equal Employment Opportunity Commission or any other federal, state or local agency or authority involving SCSB or any of its Subsidiariespresent or former directors, employees or agents. Except to set forth in the Disclosure Schedule, neither the execution and delivery of this Agreement nor the consummation of any of the transactions contemplated hereby, will (a) result in any payment (including, without limitation, severance, unemployment compensation or golden parachute payment) becoming due to any director or employee of Shelby County or SCSB from either of such entities; (b) increase any benefit otherwise payable under any of the Shelby County Plans or any other plan of program relating to directors or employees of Shelby County or SCSB; or (c) result in the acceleration in the time of payment of any benefit or amount owed to any present or former director or employee of Shelby County or SCSB.

Obligations to Employees. All accrued obligations and liabilities of KBCXxxxxxx, each of its Subsidiaries and all Employee Plans, for payments to trusts (including grantor 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) with respect to any of the matters listed below have been timely paid to the extent required by applicable Law or the terms of such plan, contract program, policy, or other governing instruments: (a) withholding taxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights plans and agreements; (c) all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to, by KBC Eastman or any of its Subsidiaries for its current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by KBC Xxxxxxx or its Subsidiaries in accordance with GAAP according to its historical accounting practices and applicable Law applied on a consistent basis. All obligations and liabilities of KBC Xxxxxxx and each of its Subsidiaries for all other forms of compensation that are or may be payable to their current or former directors, officers, employees or agents, or pursuant to any Employee Plan, have been and are being paid to the extent required by applicable Law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by KBC Xxxxxxx and each of its Subsidiaries in accordance with GAAPaccording to Xxxxxxx’x historical accounting practices and generally accepted actuarial principles. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in the KBC Xxxxxxx Financial Statements and the books, statements and records of KBC Xxxxxxx and each of its Subsidiaries.

Obligations to Employees. All accrued obligations and liabilities of KBC, each of its Subsidiaries and all Employee payments by LxXxxxxxxx Corporation or LxXxxxxxxx Bank and all LxXxxxxxxx Corporation Plans, whether arising by operation of law, by contract or by past custom, for payments to trusts (including grantor trusts) or other funds, to any government agency or authority, Governmental Authority or to any present or former director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to any of the matters listed below have been timely and are being paid to the extent required by applicable Law law or by the terms of such plan, trust, contract programor past custom or practice, policy, and adequate actuarial accruals and reserves for such payments have been and are being made by LxXxxxxxxx Corporation or other governing instrumentsLxXxxxxxxx Bank in accordance with GAAP and applicable law applied on a consistent basis and actuarial methods with respect to the following: (ai) withholding taxes, unemployment compensation or social security benefits; (bii) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights savings plans and agreements; (ciii) all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursementchange-of-control, reimbursement or bonus or collective bargaining plans and agreements; (div) all executive and other incentive compensation plans, programs, or agreements; (ev) all group insurance and health contracts, policies and plans; and (fvi) all other incentive, welfare (including including, without limitation, vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to, to by KBC LxXxxxxxxx Corporation or any of its Subsidiaries LxXxxxxxxx Bank for its current or former directors, officers, employees and agents. To , including, without limitation, all liabilities and obligations to the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by KBC or its Subsidiaries LxXxxxxxxx Corporation Plans (as defined in accordance with GAAP and applicable Law applied on a consistent basisSection 3.17(a) hereof). All obligations and liabilities of KBC and each LxXxxxxxxx Corporation or LxXxxxxxxx Bank, whether arising by operation of its Subsidiaries law, by contract or by past custom or practice, for all other forms of compensation that which are or may be payable to their its current or former directors, officers, employees or agents, agents or pursuant to any Employee Plan, LxXxxxxxxx Corporation Plan have been and are being paid to the extent required by applicable Law law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by KBC and each of its Subsidiaries LxXxxxxxxx Corporation or LxXxxxxxxx Bank in accordance with GAAPgenerally accepted accounting and actuarial principles applied on a consistent basis. All accruals and reserves referred to in this Section 3.18 are correctly and accurately reflected and accounted for in all material respects in the KBC LxXxxxxxxx Corporation Financial Statements and the books, statements and records of KBC LxXxxxxxxx Corporation and each of its SubsidiariesLxXxxxxxxx Bank.

Obligations to Employees. All accrued obligations and liabilities of KBCCBI, each of its Subsidiaries and all Employee Plans, for payments to trusts (including grantor 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) with respect to any of the matters listed below have been timely paid to the extent required by applicable Law or the terms of such plan, contract program, policy, or other governing instruments: (a) withholding taxesTaxes, unemployment compensation or social security benefits; (b) all pension, profit-sharing, savings, stock purchase, stock bonus, stock ownership, stock option, phantom stock and stock appreciation rights plans and agreements; (c) all employment, deferred compensation (whether funded or unfunded), salary continuation, consulting, retirement, early retirement, severance, reimbursement, bonus or collective bargaining plans and agreements; (d) all executive and other incentive compensation plans, programs, or agreements; (e) all group insurance and health contracts, policies and plans; and (f) all other incentive, welfare (including vacation and sick pay), retirement or employee benefit plans or agreements maintained or sponsored, participated in, or contributed to, by KBC CBI or any of its Subsidiaries for its current or former directors, officers, employees and agents. To the extent that payment of any obligation or liability under any of the foregoing is not currently required, adequate actuarial accruals and reserves for such payments have been and are being made by KBC CBI or its Subsidiaries in accordance with GAAP and applicable Law applied on a consistent basisaccording to GAAP. All obligations and liabilities of KBC CBI and each of its Subsidiaries for all other forms of compensation that are or may be payable to their current or former directors, officers, employees or agents, or pursuant to any Employee Plan, have been and are being paid to the extent required by applicable Law or by the plan or contract, and adequate actuarial accruals and reserves for payment therefor have been and are being made by KBC CBI and each of its Subsidiaries in accordance with according to GAAP. All accruals and reserves referred to in this Section are correctly and accurately reflected and accounted for in the KBC CBI Financial Statements and the books, statements and records of KBC CBI and each of its Subsidiaries.