Absence of Changes in Benefit Plans; ERISA Compliance. (i) Except as disclosed in the Camden SEC Documents or in SCHEDULE 3.2(k)(i) to the Camden Disclosure Letter and except as permitted by Section 4.2 (for the purpose of this sentence, as if Section 4.2 had been in effect since December 31, 1996), since the date of the most recent audited financial statements included in the Camden SEC Documents, there has not been any adoption or amendment by Camden or any Camden Subsidiary of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding or oral or in writing) providing benefits to any current or former employee, officer or director of Camden, any Camden Subsidiary, or any Person affiliated with Camden under Section 414 (b), (c), (m) or (o) of the Code (collectively, "CAMDEN BENEFIT PLANS").
(ii) Except as described in the Camden SEC Documents or in SCHEDULE 3.2(k)(ii) to the Camden Disclosure Letter or as would not have a Camden Material Adverse Effect, (A) all Camden Benefit Plans, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of ERISA, are in compliance with all applicable requirements of law, including ERISA and the Code, and (B) neither Camden nor any Camden Subsidiary has any liabilities or obligations with respect to any such Camden Benefit Plans, whether accrued, contingent or otherwise, nor to the Knowledge of Camden are any such liabilities or obligations expected to be incurred. Except as set forth in SCHEDULE 3.2(k)(ii) to the Camden Disclosure Letter, the execution of the Agreement and the performance of the Transactions will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Camden Benefit Plan, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee or director. The only severance agreements or severance policies applicable to Camden or Camden Subsidiaries are the agreement and policies 37 specifically referred to in SCHEDULE 3.2(k)(ii) to the Camden Disclosure Letter.
Absence of Changes in Benefit Plans; ERISA Compliance. (a) Except as disclosed in the Wellsford SEC Documents or in Schedule 2.11 to the Wellsford Disclosure Letter and except as contemplated by this Agreement, since the date of the most recent audited financial statements included in the Wellsford SEC Documents, there has not been any adoption or amendment in any respect by Wellsford or any Wellsford Subsidiary of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of Wellsford, any Wellsford Subsidiary, or any person Affiliated with Wellsford under Section 414 (b), (c), (m) or (o) of the Code (collectively, "Wellsford Benefit Plans").
(b) Except as described in the Wellsford SEC Documents or in Schedule 2.11 to the Wellsford Disclosure Letter, (i) all Wellsford Benefit Plans of Wellsford and the Wellsford Subsidiaries, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), are in compliance in all material respects with all applicable requirements of law, including but not limited to ERISA and the Code, and (ii) neither Wellsford nor any Wellsford Subsidiary has any material liabilities or obligations with respect to any such Wellsford Benefit Plan, whether accrued, contingent or otherwise. Except as set forth in Schedule 2.11 to the Wellsford Disclosure Letter, the execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Wellsford Benefit Plan, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, trustee or director. The only severance agreements or severance policies applicable to employees of Wellsford or any of the Wellsford Subsidiaries are the agreements and policies specifically referred to in Schedule 2.11 to the Wellsford Disclosure Letter and the severance program referred to in Section 5....
Absence of Changes in Benefit Plans; ERISA Compliance. (i) Except as disclosed in the Acquiror SEC Documents filed with the SEC prior to the date hereof or in SCHEDULE 3.2.10(I) to the Acquiror Disclosure Letter and except as permitted by Section 4.2 (for the purpose of this sentence, as if SECTION 4.2 had been in effect since December 31, 1996), since the date of the most recent audited financial statements included in the Acquiror SEC Documents filed with the SEC prior to the date hereof, there has not been any adoption or amendment by Acquiror or any Acquiror Subsidiary, or any Person affiliated with Acquiror under Section 414 (b), (c), (m) or (o) of the Code (each, an "ERISA Affiliate of the Acquiror") of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding or oral or in writing) providing benefits to any current or former employee, officer or director of Acquiror, any Acquiror Subsidiary, or any ERISA Affiliate of the Acquiror (collectively, "Acquiror Benefit Plans"). No Acquiror Benefit Plan is subject to Title IV of ERISA or to Section 412 of the Code or Section 302 of ERISA. True and correct copies of each of the following have been made available to the Company: (i) the most recent annual report (Form 5500), if any, relating to each Acquiror Benefit Plan filed with the IRS, (ii) each Acquiror Benefit Plan, (iii) the trust agreement, if any, relating to each Acquiror Benefit Plan, (iv) the most recent summary plan description for each Acquiror Benefit Plan for which a summary plan description is required by ERISA and (v) the most recent determination letter, if any, issued by the IRS with respect to any Acquiror Benefit Plan qualified under Section 401 of the Code. As to any Acquiror Benefit Plan intended to be qualified under Section 401 of the Code, such Acquiror Benefit Plan satisfies in form the requirements of such Section and there has been no termination or partial termination of such Acquiror Benefit Plan within the meaning of Section 411(d)(3) of the Code. As to any such terminated Acquiror Benefit Plan intended to have been qualified under Section 401 of the Code, such terminated Acquiror Benefit Plan received a favorable determination letter from the IRS with respect to its termination. There are no actions, suits or claims pe...
Absence of Changes in Benefit Plans; ERISA Compliance. Except as set forth on Schedule 2.19, there has not been any adoption of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of NAI, any NAI Subsidiary, or any person Affiliated with NAI under Section 414(b), (c), (m) or (o) of the Code (collectively, "NAI Benefit Plans"). All NAI Benefit Plans, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), are in compliance in all material respects with all applicable requirements of law, including but not limited to ERISA and the Code and neither NAI nor any NAI Subsidiary has any material liabilities or obligations with respect to any such NAI Benefit Plan, whether accrued, contingent or otherwise. The execution of, and performance of the transactions contemplated by the Transaction Documents will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any NAI Benefit Plan, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefit or obligation to fund benefits with respect to any employee or director. There are no severance agreements or severance policies applicable to employees of NAI or any NAI Subsidiary.
Absence of Changes in Benefit Plans; ERISA Compliance. (i) Except as disclosed in the TriNet Filed SEC Documents, since the TriNet Financial Statement Date, there has not been any adoption or amendment in any material respect, or the undertaking of any additional obligation, by TriNet, any TriNet Subsidiary or any TriNet ERISA Affiliate (as defined below) of any TriNet Benefit Plan (as defined below). For purposes of this Agreement, "TriNet Benefit Plan" shall mean any Employee Plan sponsored or maintained by TriNet, any TriNet Subsidiary or any TriNet ERISA Affiliate, or with respect to which TriNet, any TriNet Subsidiary or any TriNet ERISA Affiliate has any obligation to contribute, has liability under or is otherwise a party to, or which otherwise provides benefits for any current or former employees, officers, directors or other independent contractors (or their dependents and beneficiaries) of TriNet or any TriNet Subsidiary. For purposes of this Agreement, "TriNet ERISA Affiliate" means any entity required to be aggregated with any of TriNet or any TriNet Subsidiary under Sections 414(b), (c), (m) or (o) of the Code or Section 4001
Absence of Changes in Benefit Plans; ERISA Compliance. (i) Except as disclosed in the Starwood Filed SEC Documents since the Starwood Financial Statement Date, there has not been any adoption or amendment in any material respect, or the undertaking of any additional obligation by Starwood, any Starwood Subsidiary or any Starwood ERISA Affiliate (as defined below) of any Starwood Benefit Plan (as defined below). For purposes of this Agreement, "STARWOOD BENEFIT PLAN" shall mean any Employee Plan sponsored or maintained by Starwood, any Starwood Subsidiary or any Starwood ERISA Affiliate, or with respect to which Starwood, any Starwood Subsidiary or any Starwood ERISA Affiliate has any obligation to contribute, has liability under or is otherwise a party to, or which otherwise provides benefits for any current or former employees, officers, directors or other independent contractors (or their dependents and beneficiaries) of Starwood or any Starwood Subsidiary. For purposes of this Agreement, "STARWOOD ERISA AFFILIATE" means any entity required to be aggregated with any of Starwood or any Starwood Subsidiary under Sections 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA.
Absence of Changes in Benefit Plans; ERISA Compliance. (i) Except as disclosed in the Weeks SEC Documents filed with the SEC prior to the date of this Agreement, since the Weeks Financial Statement Date, there has not been any adoption or amendment in any material respect, or the undertaking of any additional obligation, by Weeks, any Weeks Subsidiary or any Weeks ERISA Affiliate (as defined below) of any Weeks Benefit Plan (as defined below). For purposes of this Agreement, "Weeks Benefit Plan" shall mean any Employee Plan sponsored or maintained by Weeks, any Weeks Subsidiary or any Weeks ERISA Affiliate, or with respect to which Weeks, any Weeks Subsidiary or any Weeks ERISA Affiliate has any obligation to contribute, has liability under or is otherwise a party to, or which otherwise provides benefits for any current or former employees, officers, directors or other independent contractors (or their dependents and beneficiaries) of Weeks or any Weeks Subsidiary. For purposes of this Agreement, "Weeks ERISA Affiliate" means any entity required to be aggregated with any of Weeks or any Weeks Subsidiary under Sections 414(b), (c), (m) or (o) of the Code or Section 4001 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
Absence of Changes in Benefit Plans; ERISA Compliance. (i) Except as disclosed in the Duke SEC Documents filed with the SEC prior to the date of this Agreement, since the Duke Financial Statement Date, there has not been any adoption or amendment in any material respect, or the undertaking of any additional obligation, by Duke, any Duke Subsidiary or any Duke ERISA Affiliate (as defined below) of any Duke Benefit Plan (as defined below). For purposes of this Agreement, "Duke Benefit Plan" shall mean any ----------------- Employee Plan sponsored or maintained by Duke, any Duke Subsidiary or any Duke ERISA Affiliate, or with respect to which Duke, any Duke Subsidiary or any Duke ERISA Affiliate has any obligation to contribute, has liability under or is otherwise a party to, or which otherwise provides benefits for any current or former employees, officers, directors or other independent contractors (or their dependents and beneficiaries) of Duke or any Duke Subsidiary. For purposes of this Agreement, "Duke ERISA Affiliate" means any entity required to be -------------------- aggregated with any of Duke or any Duke Subsidiary under Sections 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA. Schedule 3.2(h)(i) to the Duke Disclosure Letter sets forth each Duke Benefit Plan.
Absence of Changes in Benefit Plans; ERISA Compliance. (a) Except as disclosed in the Bristol Filed SEC Documents or in Schedule 3.10 to the Bristol Disclosure Letter and except as specifically contemplated by this Agreement, since the Bristol Financial Statement Date, there has not been any adoption or amendment in any material respect by Bristol or any Bristol Subsidiary of any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical or other employee benefit plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of Bristol, any Bristol Subsidiary or any Person Affiliated with Bristol under Section 414 (b), (c), (m) or (o) of the Code (collectively, "Bristol Benefit Plans").
(b) Except as described in the Bristol Filed SEC Documents or in Schedule 3.10 to the Bristol Disclosure Letter, (i) all Bristol Benefit Plans, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of the ERISA, are in compliance in all material respects with all applicable requirements of Law, including without limitation ERISA and the Code, and (ii) neither Bristol nor any Bristol Subsidiary has any material liabilities or obligations with respect to any such Bristol Benefit Plan, whether accrued, contingent or otherwise, except for any such noncompliance or liabilities that could not be reasonably expected to have a Bristol Material Adverse Effect. Except as set forth in Schedule 3.10 to the Bristol Disclosure Letter, the execution of, and performance of the transactions contemplated in, this Agreement and the Transaction Documents to which Bristol is a party will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Bristol Benefit Plan, policy, arrangement or agreement or any trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any employee, officer or director of Bristol or any Bristol Subsidiary. The only severance agreements or severance policies applicable to officers or directors of Bristol or any of the Bristol Subsidiaries are the agreements and policies specifically referred to in Schedule 3.10 to the Bristol Discl...
Absence of Changes in Benefit Plans; ERISA Compliance. (i) Section 3.1(h)(i) of the Advisor Disclosure Letter sets forth each Advisor Benefit Plan (as defined below) as in effect on the date hereof. For purposes of this Agreement, "ADVISOR BENEFIT PLAN" shall mean any Employee Plan sponsored or maintained by Advisor or any Advisor ERISA Affiliate, or with respect to which Advisor or any Advisor ERISA Affiliate has any obligation to contribute, has liability under or is otherwise a party to, or which otherwise provides benefits for any current or former employees, officers, directors or other independent contractors (or their dependents and beneficiaries) of Advisor. For purposes of this Agreement, "ADVISOR ERISA AFFILIATE" means any entity required to be aggregated with Advisor under Sections 414(b), (c), (m) or (o) of the Code or Section 4001 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA").
