Common use of Benefit Matters Clause in Contracts

Benefit Matters. (a) Except as provided on Schedule 4.14(a) and except for health continuation coverage as required by Section 4980B of the Code or Part 6 of Title I of ERISA, the Seller Group does not have any liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof that shall affect the Buyer or the Assets. There is no health care plan sponsored or maintained by the Seller Group that provides health or dental coverage or benefits to any current or future retiree of the Seller Group or their spouses or dependents. (b) Schedule 4.14(b) contains a list of all material Employee Plans sponsored, maintained or contributed to by the Seller Group, or to which the Seller Group has an obligation to contribute. With respect to any Employee Plan that is sponsored, maintained, or contributed to (or to which there is an obligation to contribute), or has been sponsored, maintained, or contributed to (or to which there has been an obligation to contribute) within six (6) years prior to the Closing Date, by the Seller Group, or any corporation, trade, business, or entity under common control with either Seller, within the meaning of Section 414(b), (c), (in) or (o) of the Code or Section 4001 of ERISA (“Commonly Controlled Entity”), except as set forth on Schedule 4.14(b) (i) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied in full, (ii) no liability to the Pension Benefit Guaranty Corporation has been incurred by the Seller Group or any Commonly Controlled Entity, which liability has not been satisfied in full, (iii) no Tax under Section 4971 of the Code has been incurred for failure to satisfy the minimum funding requirements, (iv) all contributions (including employer contributions and employee elective deferred contributions) that are due have been timely paid to the Savings Plans and all contributions (including installments) to such plan (other than the Savings Plans) required by Sections 302, 303 and 304 of ERISA and Sections 412, 430, 431 and 432 of the Code have been timely made and all contributions for any period ending before the Closing Date that are not yet due have been paid up to and including the Closing Date to any such Employee Plan which is subject to Section 302 of ERISA or Section 412 of the Code, or accrued on the books of the Sellers or any Commonly Controlled Entity, (v) no liability under Sections 302, 303 or 304 of ERISA, Sections 412, 430, 431 or 432 of the Code or Title IV of ERISA has been incurred by either Seller or any Commonly Controlled Entity that could become a Liability of the Buyer or any of its Affiliates and (vi) no Employee Plan is a Multiemployer Plan or is subject to Title IV of ERISA.

Benefit Matters. (a) Except as provided on Schedule 4.14(aSection 3.16(a) and except for health continuation coverage as required by Section 4980B of the Code Disclosure Letter contains a true and complete list of all deferred compensation, profit-sharing, retirement and pension plans and all bonus, incentive, severance, retention, change in control, and other employee benefit or Part 6 of Title I of ERISAfringe benefit plans, the Seller Group does not agreements, trusts, funds, policies or arrangements maintained, or with respect to which contributions have been made, by any liability for life, health, medical Parent Employer Party with respect to current or other welfare benefits to former employees who are, or beneficiaries were, employed primarily in connection with the business and operations of the Company or dependents thereof a Subsidiary (collectively, “Benefit Plans”), other than, solely for purposes of disclosure on Section 3.16(a) of the Disclosure Letter, those that shall affect the Buyer are immaterial in amount or the Assetssignificance. There No Benefit Plan is no health care plan sponsored or maintained by the Seller Group that provides health or dental coverage or benefits to any current or future retiree one of the Seller Group or their spouses or dependentsCompanies. (b) Schedule 4.14(bThe Company and each trade or business (whether or not incorporated) contains a list of all material Employee Plans sponsored, maintained which are or contributed to by the Seller Grouphave ever been under common control, or to which are or have ever been treated as a single employer, with the Seller Group has an obligation to contribute. With respect to any Employee Plan that is sponsored, maintained, or contributed to (or to which there is an obligation to contribute), or has been sponsored, maintained, or contributed to (or to which there has been an obligation to contribute) within six (6) years prior to the Closing Date, by the Seller Group, or any corporation, trade, business, or entity Company under common control with either Seller, within the meaning of Section 414(b), (c), (inm) or (o) of the Code or Section 4001 of (an “ERISA Affiliate”) have fulfilled their respective obligations (“Commonly Controlled Entity”), except as set forth on Schedule 4.14(bif any) (i) no withdrawal liability, within under the meaning minimum funding requirements of Section 4201 302 of ERISA, has been incurred, which withdrawal liability has not been satisfied in full, (ii) no liability to the Pension Benefit Guaranty Corporation has been incurred by the Seller Group or any Commonly Controlled Entity, which liability has not been satisfied in full, (iii) no Tax under Section 4971 of the Code has been incurred for failure to satisfy the minimum funding requirements, (iv) all contributions (including employer contributions and employee elective deferred contributions) that are due have been timely paid to the Savings Plans and all contributions (including installments) to such plan (other than the Savings Plans) required by Sections 302, 303 and 304 of ERISA and Sections 412, 430, 431 and 432 of the Code have been timely made and all contributions for any period ending before the Closing Date that are not yet due have been paid up to and including the Closing Date to any such Employee Plan which is subject to Section 302 of ERISA or Section 412 of the Code, with respect to each Benefit Plan that is an “employee pension benefit plan” as defined in Section 3(2) of ERISA. Each Benefit Plan is in compliance in all respects with the presently applicable provisions of ERISA and the Code, except for such failures to comply with such provisions which are not, individually or accrued on in the books aggregate, reasonably likely to result in a material Liability of any of the Sellers or Companies. (c) Neither the Company nor any Commonly Controlled EntityERISA Affiliate has incurred any liability under Section 4062(b), (vc) no liability under Sections 302, 303 or 304 and (e) of ERISA, Sections 412, 430, 431 or 432 of the Code or Title IV any withdrawal liability under Section 4201 of ERISA has been incurred by either Seller or in connection with any Commonly Controlled Entity Benefit Plan that could become a Liability of the Buyer or any of its Affiliates and (vi) no Employee Plan is a Multiemployer Plan or is subject to Title IV of ERISA which liability remains outstanding, and there has not been any reportable event (as defined in Section 4043 of ERISA) with respect to any such Benefit Plan (other than a reportable event with respect to which the notice requirement has been waived by the Pension Benefit Guaranty Corporation). (d) No Benefit Plan and no “employee pension benefit plan” (as defined in Section 3(2) of ERISA) maintained by the Company or any ERISA Affiliate or to which the Company or any ERISA Affiliate has contributed is a multiemployer plan. (e) The execution of this Agreement and the consummation of the transactions contemplated hereby do not constitute a triggering event under any Benefit Plan, policy, arrangement, commitment or agreement, which (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment (whether of severance or otherwise), “parachute payment” (as such term is defined in Section 280G of the Code), acceleration, vesting or increase in benefits to any employee of the Companies for which any of the Companies would be liable. (f) Parent has delivered or caused to be delivered or made available to Purchaser or its counsel true and complete copies of (i) each Benefit Plan (if written), including all amendments thereto, and, in the case of any Benefit Plan not set forth in writing, a written description thereof; (ii) the current summary plan description and any summary of material modification with respected to each Benefit Plan, if applicable; and (iii) the most recent Internal Revenue Service determination letter and/or opinion letter with respect to any Benefit Plan intended to be qualified under Section 401(a) of the Code.