Benefit Plan Compliance. (i) With respect to each Company Benefit Plan, no event has occurred and there exists no condition or set of circumstances, in connection with which the Company or any of its Subsidiaries would be subject to any material liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or any other applicable Legal Requirement, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. (ii) Each Company Benefit Plan has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of all applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Parent from terminating or amending any Company Benefit Plan at any time for any reason without material liability to the Company and its Controlled Group Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits). (iii) No material oral or written representation or commitment with respect to any material aspect of any Company Benefit Plan has been made to an Employee of the Company or any of its Subsidiaries by an authorized Employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Employee representative body or any material number or category of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them). (iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced, or to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any material claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
Appears in 3 contracts
Samples: Merger Agreement, Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization (McData Corp)
Benefit Plan Compliance. (i) With respect to each Company Benefit Plan, no event has occurred and and, to the Knowledge of Company, there exists no condition or set of circumstances, in connection with which the Company or any of its Subsidiaries ERISA Affiliates would be subject to any material liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or any other applicable Legal Requirement, which would reasonably be expected Requirement material to result in material liability to the Company and its Controlled Group AffiliatesSubsidiaries, taken as a whole.
(ii) Each Company Benefit Plan has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of all any applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which that, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company and its Controlled Group AffiliatesSubsidiaries, taken as a whole. For purposes of clarification, each Company Benefit Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received and is entitled to rely upon a favorable determination letter or opinion letter from the IRS with respect to such Company Benefit Plan as to its qualified status under the Code, and, to the Knowledge of Company, nothing has occurred that could reasonably expected to adversely affect such determination or opinion. All amendments required to maintain each such Company Benefit Plan’s compliance with applicable law, including the Economic Growth and Tax Relief Reconciliation Act of 2001 and subsequent legislation or administrative requirements which have subsequently become effective through the date hereof, have been timely adopted and implemented. Except as required by Legal Requirements, no condition exists that would prevent the Company or Parent from terminating or amending any Company Benefit Plan at any time for any reason without material liability to the Company and its Controlled Group ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits).
(iii) No material oral or written representation or commitment with respect to any material aspect of any Company Benefit Plan has been made to an a Company Employee of the Company or any of its Subsidiaries by an authorized Company Employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group ERISA Affiliates, taken as a whole. To the Knowledge Except as set forth in Section 2.12(d) of the CompanyCompany Disclosure Schedule, neither the Company nor any of its Subsidiaries has entered into any agreementContract, arrangement or understanding, whether written or oral, with any trade union, works council or other Company Employee representative body or any material number or category of its Company Employees which that would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them).
(iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commencedcommenced or, or to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any material claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group AffiliatesSubsidiaries, taken as a whole. With respect to each Company Benefit Plan, (i) Company has not incurred any material liability in connection with a non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA; (ii) there are no audits, inquiries or proceedings pending or, to the Knowledge of Company, threatened by any governmental authority with respect to any Company Benefit Plan; (iii) no matters are currently pending with respect to any Company Benefit Plan under the Employee Plans Compliance Resolution System maintained by the IRS or any similar program maintained by any other Government Authority; and (iii) there has been no breach of fiduciary duty (including violations under Part 4 of Title I of ERISA) which has resulted or could reasonably be expected to result in material liability to Company, any ERISA Affiliate thereof, or any of their respective employees.
Appears in 3 contracts
Samples: Merger Agreement (Divx Inc), Merger Agreement (Sonic Solutions/Ca/), Merger Agreement (Divx Inc)
Benefit Plan Compliance. (i) With respect to each Company Parent Benefit Plan, no event has occurred and and, to the Knowledge of Parent, there exists no condition or set of circumstances, in connection with which the Company Parent or any of its Subsidiaries ERISA Affiliates would be subject to any material liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or any other applicable Legal Requirement, which would reasonably be expected Requirement material to result in material liability to the Company Parent and its Controlled Group AffiliatesSubsidiaries, taken as a whole.
(ii) Each Company Parent Benefit Plan has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of all any applicable collective bargaining agreements. Each Company Parent Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) Approval has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which that, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company Parent and its Controlled Group AffiliatesSubsidiaries, taken as a whole. For purposes of clarification, each Parent Benefit Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is so qualified and has either received and is entitled to rely upon a favorable determination letter or opinion letter from the IRS with respect to such Parent Benefit Plan as to its qualified status under the Code, and, to the Knowledge of Parent, nothing has occurred that could reasonably expected to adversely affect such determination or opinion. All amendments required to maintain each such Parent Benefit Plan’s compliance with applicable law, including the Economic Growth and Tax Relief Reconciliation Act of 2001 and subsequent legislation or administrative requirements which have subsequently become effective through the date hereof, have been timely adopted and implemented. Except as required by Legal Requirements, no condition exists that would prevent the Company or Parent from terminating or amending any Company Parent Benefit Plan at any time for any reason without material liability to the Company Parent and its Controlled Group ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits).
(iii) No material oral or written representation or commitment with respect to any material aspect of any Company Parent Benefit Plan has been made to an a Parent Employee of the Company or any of its Subsidiaries by an authorized Parent Employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Parent Benefit Plans that would reasonably be expected to result in material liability to the Company Parent and its Controlled Group ERISA Affiliates, taken as a whole. To the Knowledge of the Company, neither the Company Neither Parent nor any of its Subsidiaries has entered into any agreementContract, arrangement or understanding, whether written or oral, with any trade union, works council or other Parent Employee representative body or any material number or category of its Parent Employees which that would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them).
(iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Parent Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commencedcommenced or, or to the Knowledge of the CompanyParent, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any material claim, which would reasonably be expected to result in material liability to the Company Parent and its Controlled Group AffiliatesSubsidiaries, taken as a whole. With respect to each Parent Benefit Plan, (i) Parent has not incurred any material liability in connection with a non-exempt “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 406 of ERISA; (ii) there are no audits, inquiries or proceedings pending or, to the Knowledge of Parent, threatened by any governmental authority with respect to any Parent Benefit Plan; (iii) no matters are currently pending with respect to any Parent Benefit Plan under the Employee Plans Compliance Resolution System maintained by the IRS or any similar program maintained by any other Government Authority; and (iii) there has been no breach of fiduciary duty (including violations under Part 4 of Title I of ERISA) which has resulted or could reasonably be expected to result in material liability to Parent, any ERISA Affiliate thereof, or any of their respective employees.
Appears in 3 contracts
Samples: Merger Agreement (Divx Inc), Merger Agreement (Divx Inc), Merger Agreement (Sonic Solutions/Ca/)
Benefit Plan Compliance. (i) With respect to each the benefit plans of Parent or any of its Subsidiaries that would be Benefit Plans if sponsored or maintained by the Company or a Controlled Group Affiliate (“Parent Benefit Plan”), no event has occurred and there exists no condition or set of circumstances, in connection with which the Company Parent or any of its Subsidiaries would be subject to any material liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or any other applicable Legal Requirement, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as have a wholeMaterial Adverse Effect on Parent.
(ii) Each Company Parent Benefit Plan has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of all applicable collective bargaining agreements. Each Company Parent Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) Approval has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as have a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Parent from terminating or amending any Company Benefit Plan at any time for any reason without material liability to the Company and its Controlled Group Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits)Material Adverse Effect on Parent.
(iii) No material oral or written representation or commitment with respect to any material aspect of any Company Parent Benefit Plan has been made to an Employee of the Company Parent or any of its Subsidiaries by an authorized Employee of the Company Parent that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Parent Benefit Plans that Plans, except for such representations or commitments which would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as have a whole. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Employee representative body or any material number or category of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them)Material Adverse Effect on Parent.
(iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Parent Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced, or to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), commenced with respect to any material such claim, except for such claims or disputes which would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as have a wholeMaterial Adverse Effect on Parent.
Appears in 3 contracts
Samples: Merger Agreement, Agreement and Plan of Reorganization (McData Corp), Agreement and Plan of Reorganization (Brocade Communications Systems Inc)
Benefit Plan Compliance. (i) With respect to each Company LTX-Credence Benefit PlanPlan and LTX-Credence Employment Agreement, no event has occurred and and, to the Knowledge of LTX-Credence, there exists no condition or set of circumstances, in connection with which the Company LTX-Credence or any of its Subsidiaries ERISA Affiliates would be subject to any liability material liability to LTX-Credence and its Subsidiaries, taken as a whole, under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or any other applicable Legal Requirement, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
(ii) Each Company LTX-Credence Benefit Plan and LTX-Credence Employment Agreement has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of all any applicable collective bargaining agreements. Each Company LTX-Credence Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which which, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company LTX-Credence and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company LTX-Credence or Parent Verigy from terminating or amending any Company LTX-Credence Benefit Plan or LTX-Credence Employment Agreement at any time for any reason without material liability to the Company LTX-Credence and its Controlled Group ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits).
(iii) No material oral or written representation or commitment with respect to any material aspect of any Company LTX-Credence Benefit Plan or LTX-Credence Employment Agreement has been made to an LTX-Credence Employee of the Company or any of its Subsidiaries by an authorized LTX-Credence Employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company LTX-Credence Benefit Plans that if such representation or commitment would reasonably be expected to result in material liability to the Company LTX-Credence and its Controlled Group ERISA Affiliates, taken as a whole. To the Knowledge of the Company, neither the Company Neither LTX-Credence nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other LTX-Credence Employee representative body or any material number or category of its LTX-Credence Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them).
(iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company LTX-Credence Benefit Plan or LTX-Credence Employment Agreement (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commencedcommenced or, or to the Knowledge of the CompanyLTX-Credence, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any material claim, which would reasonably be expected to result in material liability to the Company LTX-Credence and its Controlled Group Affiliates, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Verigy Ltd.)
Benefit Plan Compliance. (a) The Company has made available to Parent true, complete and correct copies of (i) With each writing constituting a material part of each material Company Benefit Plan, including all material amendments thereto, (ii) the most recent annual report on Form 5500 and accompanying schedules, if any, filed with the Internal Revenue Service with respect to each Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description has been prepared, (iv) the most recent (A) discrimination tests, (B) audited financial statements and (C) actuarial valuation reports in each case, if any, with respect to each Company Benefit Plan, no event has occurred (v) the most recent determination letter, if any, from the Internal Revenue Service for each Company Benefit Plan, (vi) any related trust agreement or material funding instrument now in effect and there exists no condition or set (vii) the current form of circumstancesthe Company’s handbook distributed generally to its employees.
(b) No Company Benefit Plan is and neither the Company, in connection with which the any Company Subsidiary or any ERISA Affiliate has within the past six years maintained or contributed to a plan that was (i) a “multiemployer plan” within the meaning of its Subsidiaries would be subject to any material liability under Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) subject to Title IV of ERISA, or (iii) subject to the minimum funding standards of Section 412 of the Internal Revenue Code of 1986, as amended (the “Code”), or Section 302 of ERISA.
(c) Except as disclosed in Section 3.12(c) of the Company Disclosure Letter, each Company Benefit Plan intended to be qualified under Section 401(a) of the Code has obtained a currently effective favorable determination notification, advisory and/or opinion letter, as applicable, as to its qualified status (or the qualified status of the master or prototype form on which it is established) from the IRS covering the amendments to the Code effected by the Tax Reform Act of 1986 and all subsequent legislation for which the IRS will currently issue such a letter, and no amendment to such Company Benefit Plan has been adopted since the date of such letter covering such Company Benefit Plan that would reasonably be expected to adversely affect such favorable determination. With respect to each Company Benefit Plan set forth in Section 3.12(c) of the Company Disclosure Letter, the Company still has a remaining period of time in which to apply for or receive such letter and to make any amendments necessary to obtain a favorable determination.
(d) Except as would not reasonably be expected individually or in the aggregate to have a Company Material Adverse Effect:
(1) each Company Benefit Plan has been maintained and administered in compliance with its terms and with the requirements prescribed by all Laws applicable to such Company Benefit Plan;
(2) all contributions, reserves or premium payments required to be made or accrued as of the Closing Date to the Company Benefit Plans have been timely made or accrued;
(3) no “Prohibited Transaction,” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Benefit Plan;
(4) no action, suit or claim (excluding claims for benefits incurred in the ordinary course) is pending or, to the knowledge of the Company, threatened against or with respect to any Company Benefit Plan; and
(5) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by any Governmental Entity with respect to any Company Benefit Plan.
(e) Each Company Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and any award thereunder, in each case that is subject to Section 409A of the Code, has been operated in all material respects in good faith compliance with Section 409A of the Code since January 1, 2005, and all applicable regulations and notices issued thereunder.
(f) No Company Benefit Plan provides post-termination or retiree medical benefits, and neither the Company nor any Company Subsidiary has any obligation to provide any post-termination or retiree medical benefits other applicable Legal Requirementthan for health care continuation as required by Section 4980B of the Code, which Part 6 of Title I of ERISA or any similar statute.
(g) (i) No Company Benefit Plan exists that would reasonably be expected to result in material liability the payment to any present or former employee, director or consultant of the Company and its Controlled Group Affiliatesor any Subsidiary of any money or other property, taken result in the forgiveness of Indebtedness or accelerate or provide any other rights or benefits (including, without limitation, the acceleration of the accrual or vesting of any benefits under any Company Benefit Plan or the acceleration or creation of any rights under any severance, parachute or change in control agreement or the right to receive any transaction bonus, enhanced benefit, or other similar payment) to any current or former employee, director or consultant of the Company or any Subsidiary as a whole.
result of the consummation of the Merger or any other transaction contemplated by this Agreement (whether alone or in connection with any other event), (ii) Each no payment or other benefit that has been or may be made to any current or former employee or consultant of the Company Benefit Plan has beenor any Subsidiary under any employment, in all material respectsseverance or termination agreement, administered and operated in accordance with its terms, other compensation arrangement or employee benefit plan or arrangement with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of all applicable collective bargaining agreements. Each Company Benefit Plan, including or any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which Subsidiary would not reasonably be expected to result in material liability an “excess parachute payment” as such term is defined in Section 280G of the Code in connection with the Merger or other transactions contemplated by this Agreement, (iii) there are no contracts or arrangements to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent which the Company or Parent from terminating or amending any Company Benefit Plan at any time of its Subsidiaries is a party that provide for any reason without material liability to the Company and its Controlled Group Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits).
(iii) No material oral or written representation or commitment with respect tax gross-up payment to any material aspect of any Company Benefit Plan has been made to an Employee employee of the Company or any of its Subsidiaries by an authorized Employee to cover any liability for tax under Section 4999 of the Company that is not materially in accordance with the written or otherwise preexisting terms Code and provisions of such Company Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. To the Knowledge of the Company, (iv) neither the Company nor any of its Subsidiaries has entered into is a party to any agreement, arrangement employment or understanding, whether written or oral, with any trade union, works council severance agreement or other Employee representative body plan or any material number arrangement that provides for post-termination payments in excess of three (3) months of base salary or category a notice period upon termination in excess of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces three (or any part of them)3) months.
(ivh) There are no unresolved claims or disputes under Without limiting the terms of, or representations set forth in connection with, any Company Benefit Plan Section 3.12(a) through (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced, or to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefitse), with respect to any material claimeach Company Benefit Plan that is not subject to United States Law (a “Foreign Benefit Plan”), which except as do not have, or would not reasonably be expected likely individually or in the aggregate to result have, a Company Material Adverse Effect: (i) all employer and employee contributions to each Foreign Benefit Plan required by law or by the terms of such Foreign Benefit Plan have been made or, if applicable, accrued in material accordance with the Company’s usual accounting practices; and (ii) the fair market value of the assets of each funded Foreign Benefit Plan, the liability of each insurer for any Foreign Benefit Plan funded through insurance or the book reserve established for any Foreign Benefit Plan, is sufficient to procure or provide for the accrued benefit obligations, as of the date of this Agreement, with respect to all current and former participants in such plan according to the Company actuarial assumptions and its Controlled Group Affiliatesvaluations most recently used and consistent with applicable law to determine employer contributions to such Foreign Benefit Plan and no transaction contemplated by this Agreement shall cause such assets, taken as a wholereserve or insurance obligations to be less than such benefit obligations.
Appears in 1 contract
Benefit Plan Compliance. (i) With respect to each Company Verigy Benefit PlanPlan and Verigy Employee Agreement, no event has occurred and and, to the Knowledge of Verigy, there exists no condition or set of circumstances, in connection with which the Company Verigy or any of its Subsidiaries ERISA Affiliates would be subject to any liability material liability to Verigy and its Subsidiaries, taken as a whole, under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or any other applicable Legal Requirement, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
(ii) Each Company Verigy Benefit Plan and Verigy Employee Agreement has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of all any applicable collective bargaining agreements. Each Company Verigy Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) Approval has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which which, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company Verigy and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company Verigy or Parent LTX-Credence from terminating or amending any Company Verigy Benefit Plan or Verigy Employee Agreement at any time for any reason without material liability to the Company Verigy and its Controlled Group ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits).
(iii) No material oral or written representation or commitment with respect to any material aspect of any Company Verigy Benefit Plan or Verigy Employee Agreement has been made to an a Verigy Employee of the Company or any of its Subsidiaries by an authorized Verigy Employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Verigy Benefit Plans that if such representation or commitment would reasonably be expected to result in material liability to the Company Verigy and its Controlled Group ERISA Affiliates, taken as a whole. To the Knowledge of the Company, neither the Company Neither Verigy nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Verigy Employee representative body or any material number or category of its Verigy Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them).
(iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Verigy Benefit Plan or Verigy Employee Agreement (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commencedcommenced or, or to the Knowledge of the CompanyVerigy, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any material claim, which would reasonably be expected to result in material liability to the Company Verigy and its Controlled Group Affiliates, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Verigy Ltd.)
Benefit Plan Compliance. (i) With respect to each Company Credence Benefit Plan, no event has occurred and and, to the Knowledge of Credence, there exists no condition or set of circumstances, in connection with which the Company Credence or any of its Subsidiaries ERISA Affiliates would be subject to any material liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or any other applicable Legal Requirement, which would reasonably be expected Requirement material to result in material liability to the Company Credence and its Controlled Group AffiliatesSubsidiaries, taken as a whole.
(ii) Each Company Credence Benefit Plan has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of all any applicable collective bargaining agreements. Each Company Credence Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which which, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company Credence and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company Credence or Parent LTX from terminating or amending any Company Credence Benefit Plan at any time for any reason without material liability to the Company Credence and its Controlled Group ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits).
(iii) No material oral or written representation or commitment with respect to any material aspect of any Company Credence Benefit Plan has been made to an a Credence Employee of the Company or any of its Subsidiaries by an authorized Credence Employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Credence Benefit Plans that would reasonably be expected to result in material liability to the Company Credence and its Controlled Group ERISA Affiliates, taken as a whole. To the Knowledge of the Company, neither the Company Neither Credence nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Credence Employee representative body or any material number or category of its Credence Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them).
(iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Credence Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commencedcommenced or, or to the Knowledge of the CompanyCredence, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any material claim, which would reasonably be expected to result in material liability to the Company Credence and its Controlled Group Affiliates, taken as a whole.
Appears in 1 contract
Benefit Plan Compliance. (i) With respect Each material bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, stock-related or performance award, retirement, vacation, severance, disability, death benefit, hospitalization, medical, loan (other than travel allowances and relocation packages), fringe benefit, disability, sabbatical and other plan or arrangement providing benefits to each any current or former employee, owner, consultant, equity holder, manager or director of the Company Benefit Planor its Subsidiaries (each, no event has occurred and there exists no condition or set of circumstances, in connection with an “Employee”) pursuant to which the Company or any of its Subsidiaries would be subject to any have or could have liability (“Company Benefit Plans”) has been administered, operated and the assets thereof have been invested, in accordance with its terms in all material liability under respects, and in material compliance with the applicable provisions of the Employee Retirement Income Security Act act of 1974, as amended (“ERISA”), the Code or any and all other applicable Legal RequirementRequirements. Each Company Benefit Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Company Benefit Plan as to its qualified status under the Code, or has remaining a period of time under applicable Treasury Regulations or IRS pronouncements in which would to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Company Benefit Plan. To the Knowledge of the Company, no event has occurred or condition exists that could adversely affect the qualified status of any Company Benefit Plan which is intended to be qualified under Section 401(a) of the Code. Neither the Company nor any Subsidiary has incurred any liability for any tax, excise tax, or penalty with respect to any Company Benefit Plan, and no event has occurred and no circumstance exists or has existed that could reasonably be expected to result in material liability give rise to the Company and its Controlled Group Affiliates, taken as a wholeimposition of any such tax or penalty.
(ii) Each Company Benefit Plan has been, in all material respects, administered and operated in accordance with its terms, with To the applicable provisions Knowledge of ERISA, the Code and all other applicable material Legal Requirements and the terms of all applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal RequirementsCompany, no condition exists that would prevent the Company or Parent from terminating or amending any Company Benefit Plan at any time for any reason without material liability to the Company and its Controlled Group Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits).
(iii) No material oral or written representation or commitment with respect to any material aspect of any Company Benefit Plan has been made to an Employee by an authorized representative of the Company or any of its Subsidiaries by an authorized Employee of the Company Subsidiary that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Employee representative body or any material number or category of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them)Plans.
(iviii) There Except as set forth in Section 2.13(b)(iii) of the Company Disclosure Letter, there are no material unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan (other than routine undisputed claims and appeals for benefits), and no action, legal or otherwise, has been commencedcommenced with respect to any such material claim.
(iv) All contributions that were required to be made under each Company Benefit Plan have been timely made, or to and all obligations in respect of each Company Benefit Plan have been accrued in accordance with applicable Legal Requirements and appropriately reflected on the Financial Statements.
(v) To the Knowledge of the Company, each Company Option is threatened or reasonably anticipated (other than routine claims for benefits), with respect not considered “non-qualified deferred compensation” under Section 409A of the Code and the guidance issued thereunder. The consummation of the transactions contemplated hereunder will not cause any such Company Option to any material claim, which would reasonably be expected to result in material liability to become “non-Qualified Deferred Compensation” under Section 409A of the Company Code and its Controlled Group Affiliates, taken as a wholethe guidance issued thereunder.
Appears in 1 contract
Benefit Plan Compliance. (i) With respect to each Company Benefit Plan, no event has occurred and there exists no condition or set of circumstances, in connection with which the Company or any of its Subsidiaries would be subject to any material liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or any other applicable Legal Requirement, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
(ii) Each Company Benefit Plan has been, in In all material respects, administered each IXX Financial Employee Plan and operated IXX Financial Employee Agreement has been established and maintained in accordance with its termsterms and in compliance with all applicable Legal Requirements, with including but not limited to ERISA or the Code. Any IXX Financial Employee Plan intended to be qualified under Section 401(a) of the Code is so qualified and has obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS or still has a remaining period of time under applicable provisions Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendments necessary to obtain a favorable determination. For each IXX Financial Employee Plan that is intended to be qualified under Section 401(a) of the Code, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, the Code and all other applicable material Legal Requirements and the terms not otherwise exempt under Section 408 of all applicable collective bargaining agreementsERISA, has occurred with respect to any IXX Financial Employee Plan. Each Company Benefit PlanThere are no current actions, including any material amendments theretosuits or claims pending, that is capable of approval byor, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date Knowledge of any material amendment that has not previously received such ApprovalIXX Trust and IRAFG, except for the lack of such Approvals which would not threatened or reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Parent from terminating or amending any Company Benefit Plan at any time for any reason without material liability to the Company and its Controlled Group Affiliates, taken as a whole anticipated (other than ordinary administration expenses or routine claims for benefits).
(iii) No material oral against any IXX Financial Employee Plan or written representation or commitment with respect to any material aspect against the assets of any Company Benefit IXX Financial Employee Plan has been made to an Employee of the Company or any of its Subsidiaries by an authorized Employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a wholeIXX Financial. To the Knowledge of the CompanyIXX Trust and IRAFG, neither the Company nor any no event has occurred and no condition exists that would subject IXX Financial, either directly or by reason of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, their affiliation with any trade unionERISA Affiliate, works council to any Tax, fine, encumbrance, penalty or other Employee representative body liability imposed by ERISA, the Code or any material number or category of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them).
(iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced, or to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any material claim, which applicable Legal Requirements that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a wholeIXX Trust or IRAFG.
Appears in 1 contract
Samples: Equity Exchange Agreement (Non Invasive Monitoring Systems Inc /Fl/)
Benefit Plan Compliance. (i) With respect to each Company Benefit Plan, no event has occurred and there exists no condition or set Each “employee benefit plan” (as defined in Section 3(3) of circumstances, in connection with which the Company or any of its Subsidiaries would be subject to any material liability under the Employee Retirement Income Security Act of 1974, as amended amended, and the rules and regulations thereunder (“ERISA”), the Code and each other employment agreement, bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, restricted stock, restricted stock unit, stock appreciation, phantom stock, other stock, stock-based or performance award, retirement, vacation, severance, disability, death benefit, hospitalization, medical, dental, vision, cafeteria, loan (other than travel allowances and relocation packages), fringe benefit, disability, sabbatical and other plan, program, agreement or arrangement providing benefits to any other applicable Legal Requirementcurrent or former employee, which would reasonably be expected to result in material liability to consultant or director of the Company or its Subsidiaries (each, an “Employee”) pursuant to which the Company or its Subsidiaries have or could have any liability (whether known or unknown, and its Controlled Group Affiliateswhether absolute, taken as a whole.
accrued, contingent or otherwise) (ii) Each “Company Benefit Plan Plans”) has been, been administered and operated in all material respects, administered and operated respects in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements (including Code and other Legal Requirements related to any favorable tax treatment intended for any such Company Benefit Plan or applicable to plans of its type). The Company and its Subsidiaries have no liability of any nature (whether known or unknown, and whether absolute, accrued, contingent or otherwise) with respect to any employee benefit plans, programs, agreements or arrangements, other than for contributions, payments or benefits due in the terms ordinary course under the Company Benefit Plans, none of all applicable collective bargaining agreements. which are overdue.
(ii) Each Company Benefit Plan, including any material amendments thereto, that is capable Plan intended or eligible to qualify under Section 401(a) of approval by, and/or registration for and/or qualification for special tax the Code and each trust intended or eligible to qualify under Section 501(a) of the Code has either received a favorable determination or opinion letter from the IRS as to its qualified status with, under the appropriate taxation, social security and/or supervisory authorities in Code covering the relevant country, state, territory laws known by the acronym “GUST,” or the like (each, an “Approval”) has received such Approval or there remains remaining a period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Approval retroactive to Company Benefit Plan. Since the date of any material amendment that such letter, the Company has not previously received such Approval, except for the lack any notice indicating or threatening a loss of such Approvals which would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company qualified status or Parent from terminating or amending any Company Benefit Plan at any time for any reason without material liability to the Company and its Controlled Group Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits).
(iii) No material oral or written representation or commitment with respect to any material aspect of any Company Benefit Plan has been made to an Employee revocation of the Company or any of its Subsidiaries by an authorized Employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Employee representative body or any material number or category of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them)letter.
(iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced, or to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any material claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Agilysys Inc)
Benefit Plan Compliance. (i) With respect to each material bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, stock-related or performance award, retirement, vacation, severance, disability, death benefit, sick, hospitalization, medical, loan (other than travel allowances and relocation packages), fringe benefit, disability, sabbatical, leave of absence, layoff, vacation, day or dependent care, cafeteria (Code 125), accident, legal services, financial education/advice, welfare and other plan, arrangement or understanding providing benefits to any Employee, employment agreement (or beneficiaries or dependents of Employees), consulting agreement or severance agreement with any current or former officer or director of the Company or its Subsidiaries, or any material employment agreement, consulting agreement or severance agreement for any current Employee (collectively, "Benefit Plan") of the Company or any of its Subsidiaries ("Company Benefit PlanPlans"), no event has occurred and there exists no condition or set of circumstances, in connection with which the Company or any of its Subsidiaries would be subject to any material liability under the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), the Internal Revenue Code of 1986, as amended (the "Code") or any other applicable Legal Requirement, which except as has not or would not reasonably be expected to result in material liability to have a Material Adverse Effect on the Company and its Controlled Group Affiliates, taken as a wholeCompany.
(ii) Each Company Benefit Plan has been, in all material respects, been administered and operated in accordance with its terms, with the applicable provisions of ERISA, HIPAA, the Code and all other applicable material Legal Requirements and the terms of all applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments theretoexcept, that is capable of approval byin each case, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that as has not previously received such Approval, except for the lack of such Approvals which or would not reasonably be expected to result have a Material Adverse Effect on the Company. Any Company Retirement Plan (as defined below) intended to be qualified under Section 401(a) and its related trust under Section 501(a) of the Code has obtained an updated favorable determination letter (or opinion letter) in material liability accordance with the IRS remedial amendment period ending February 28, 2002 as to its qualified status under the Code or is entitled to rely on an opinion letter issued to the sponsor of the prototype document upon which such Company and its Controlled Group AffiliatesRetirement Plan is based pursuant to applicable guidance, taken or has remaining a period of time to apply for such determination or opinion letter. For purposes of this Agreement, "Retirement Plan" shall mean a material arrangement for the provision of Retirement Benefit Rights (as a wholedefined below) to Employees (and, if applicable, beneficiaries thereof). Except as required by Legal RequirementsFor purposes of this Agreement, no condition exists that would prevent the Company or Parent from terminating or amending any Company "Retirement Benefit Plan at any time for any reason without material liability to the Company and its Controlled Group AffiliatesRights" shall mean, taken as a whole (other than ordinary administration expenses or routine claims for benefits).
(iii) No material oral or written representation or commitment with respect to an entity, any material aspect pension, lump sum, gratuity, or a like benefit provided or generally intended to be provided on retirement or on death in respect of an Employee's relationship as a service provider to an entity or its Subsidiaries, including any Company nonqualified deferred compensation plan or agreement. Material post-retirement health benefits and any other self-insured health benefit arrangements are deemed to be "Retirement Benefit Plan has been Rights." Material deferred compensation payments required to be made to an Employee in respect of the Company or any termination of its Subsidiaries by an authorized Employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company employment are also deemed to be "Retirement Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Employee representative body or any material number or category of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them)Rights.
(iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced, or to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any material claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole."
Appears in 1 contract
Samples: Merger Agreement (Acxiom Corp)
Benefit Plan Compliance. (i) With respect to each Company Benefit Planmaterial collective bargaining agreement, bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, stock-related or performance award, retirement, vacation, severance, disability, death benefit, hospitalization, medical, loan (other than travel allowances and relocation packages), fringe benefit, disability, sabbatical and other plan, arrangement or understanding providing benefits to any Employee, employment agreement, consulting agreement or severance agreement with any current or former officer or director of Compaq or its Subsidiaries, or any material employment agreement, consulting agreement or severance agreement for any Employee (collectively, "BENEFIT PLANS") of Compaq or any of its Subsidiaries ("COMPAQ BENEFIT PLANS"), no material event has occurred and there exists no material condition or set of circumstances, in connection with which the Company Compaq or any of its Subsidiaries would be subject to any material liability under the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), the Code or any other applicable Legal Requirement, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
(ii) Each Company Compaq Benefit Plan has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of all applicable collective bargaining agreements. Each Company Compaq Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”"APPROVAL") has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Parent from terminating or amending any Company Benefit Plan at any time for any reason without material liability to the Company and its Controlled Group Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits).
(iii) No To the Knowledge of Compaq, no material oral or written representation or commitment with respect to any material aspect of any Company Compaq Benefit Plan has been made to an Employee of the Company Compaq or any of its Subsidiaries by an authorized Compaq Employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Compaq Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a wholePlans. To the Knowledge of the CompanyCompaq, neither the Company Compaq nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Employee representative body or any material number or category of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them).
(iv) There are no material unresolved claims or disputes under the terms of, or in connection with, any Company Compaq Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced, or to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), commenced with respect to any material claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Compaq Computer Corp)
Benefit Plan Compliance. (i) With respect to each Company the Benefit PlanPlan of HP or any of its Subsidiaries ("HP BENEFIT PLAN"), no material event has occurred and there exists no material condition or set of circumstances, in connection with which the Company HP or any of its Subsidiaries would be subject to any material liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or any other applicable Legal Requirement, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
(ii) Each Company HP Benefit Plan has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of all applicable collective bargaining agreements. Each Company HP Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) Approval has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Parent from terminating or amending any Company Benefit Plan at any time for any reason without material liability to the Company and its Controlled Group Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits).
(iii) No To the Knowledge of HP, no material oral or written representation or commitment with respect to any material aspect of any Company HP Benefit Plan has been made to an Employee of the Company HP or any of its Subsidiaries by an authorized HP Employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company HP Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a wholePlans. To the Knowledge of the CompanyHP, neither the Company HP nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Employee representative body or any material number or category of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them).
(iv) There are no material unresolved claims or disputes under the terms of, or in connection with, any Company HP Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced, or to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), commenced with respect to any material claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Compaq Computer Corp)
Benefit Plan Compliance. (i) With respect to each Company Benefit Plan, no event Each Employee Plan has occurred been established and there exists no condition or set of circumstances, maintained in connection accordance with which the Company or any of its Subsidiaries would be subject to any material liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or any other terms and in compliance with all applicable Legal Requirement, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
(ii) Each Company Benefit Plan has been, Requirements in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements . The Company and the terms of Subsidiaries have performed all applicable collective bargaining agreementsmaterial obligations required to be performed by them under any Employee Plan. Each Company Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Parent from terminating or amending any Company Benefit Plan at any time for any reason without material liability to the Company and its Controlled Group Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits).
(iii) No material oral or written representation or commitment with respect to any material aspect of any Company Benefit Plan has been made to an Employee None of the Company or any of its Subsidiaries by an authorized Employee of the Company that Subsidiary is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement default or understanding, whether written or oral, with any trade union, works council or other Employee representative body or any material number or category of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them).
(iv) There are no unresolved claims or disputes under the terms violation of, or in connection withand, any Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced, or to the Knowledge of Sellers, there is no material default or material violation by any other party to, the Companyterms of any Employee Plan. There are no current actions, is threatened suits or claims pending, threatened, or reasonably anticipated (other than routine claims for benefits)) against any Employee Plan or against the assets of any Employee Plan. There are no audits, inquiries or proceedings pending or threatened by any Governmental Entity with respect to any material claimEmployee Plan. The Company and the Subsidiaries are not subject to, and have never incurred, any penalty or Tax with respect to any Employee Plan. The Company and the Subsidiaries have timely made or otherwise provided all contributions, reserves, and other payments required by and due under the terms of each Employee Plan.
(ii) Neither the Company, the Subsidiaries, nor any of their ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly, any Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Legal Requirements relating to employee benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Employee Plan; (iv) engaged in any transaction which would reasonably give rise to liability under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes under Section 4971 of the Code with respect to any Single Employer Plan; or (vi) participated in a multiple employer welfare arrangement.
(iii) Each Employee Plan can be expected amended, terminated, or otherwise discontinued after the Closing Date in accordance with its terms, without liabilities to result Buyer, the Company, the Subsidiaries, or any of their Affiliates other than ordinary administrative expenses typically incurred in a termination event. The Company and the Subsidiaries have no commitment or obligation and have not made any representations to any employee, officer, director, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Employee Plan or any collective bargaining agreement, in connection with the consummation of the Transactions or otherwise.
(iv) Other than as required under Sections 601 to 608 of ERISA or other applicable Legal Requirements, no Employee Plan provides post-termination or retiree health benefits to any individual for any reason, and neither the Company, the Subsidiaries, nor any of their ERISA Affiliates has any Liability to provide post-termination or retiree health benefits to any individual or ever represented, promised, or contracted to any individual that such individual would be provided with post-termination or retiree health benefits.
(v) There has been no amendment to, announcement by the Company, the Subsidiaries, or any of their Affiliates relating to, or change in employee participation or coverage under, any Employee Plan or collective bargaining agreement that would materially increase the annual expense of maintaining such plan above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to any director, officer, employee, independent contractor, or consultant, as applicable. None of the Company, the Subsidiaries, nor any of their Affiliates has any commitment or obligation or has made any representations to any director, officer, employee, independent contractor, or consultant, whether or not legally binding, to adopt, amend, modify, or terminate any Employee Plan or any collective bargaining agreement.
(vi) Each Employee Plan that is subject to Section 409A of the Code has been administered in compliance, in all material liability to respects, with its terms and the operational and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including notices, rulings and proposed and final regulations) thereunder. Neither the Company nor the Subsidiaries has any obligation to gross up, indemnify or otherwise reimburse any individual for any excise taxes, interest or penalties incurred pursuant to Section 409A of the Code.
(vii) Each individual who is classified by the Company or the Subsidiaries as an independent contractor has been properly classified for purposes of participation and its Controlled Group Affiliates, taken as a wholebenefit accrual under each Employee Plan.
Appears in 1 contract
Benefit Plan Compliance. (ia) With respect to each Company Benefit Plan, no event has occurred and there exists no condition or set of circumstances, in connection with which (i) the Company or any of its Subsidiaries would be subject to any material liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or any other applicable Legal Requirement, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
(ii) Each Company Benefit Plan has been, been maintained and administered in all material respects, administered and operated respects in accordance with its terms, with terms and the applicable provisions of ERISAapplicable law; (ii) all contributions, the Code insurance premiums, benefits and all other applicable material Legal Requirements and the terms of all applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory payments required to be made to or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Parent from terminating or amending any Company under each Benefit Plan at any time for any reason without material liability to the Company and its Controlled Group Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits).
(iii) No material oral or written representation or commitment with respect to any material aspect of any Company Benefit Plan has have been made to an Employee of the Company or any of its Subsidiaries by an authorized Employee of the Company that is not materially timely and in accordance with the written or otherwise preexisting terms governing documents and provisions of such Company Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Employee representative body or any material number or category of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces applicable law; (or any part of them).
(iviii) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal suit, proceeding or otherwise, has been commenced, or to the Knowledge of the Company, is threatened or reasonably anticipated claim (other than routine claims for benefits)) is pending or, with respect to the knowledge of Seller, threatened; and (iv) to the knowledge of Seller, no facts exist which could give rise to any material claimsuch action, which would suit, proceeding or claim which, if asserted, could reasonably be expected to result in material liability a Material Adverse Effect.
(b) The Seller, each of the Subsidiaries or each Subsidiary Benefit Plan which is an "employee benefit plan" within the meaning of Section 3(3) of ERISA or which is a "plan" within the meaning of Section 4975(e) of the Code, has not engaged in a transaction which is prohibited by Section 406 of ERISA or which constitutes a "prohibited transaction" under Section 4975(c) of the Code has occurred which could reasonably be expected to result in a Material Adverse Effect.
(c) With respect to each funded Subsidiary Benefit Plan which is an employee pension plan within the Company meaning of Section 3(2) of ERISA (other than a Multiemployer Plan) (i) the plan is a qualified plan under Section 401(a) or 403(a) of the 63 Code, and its Controlled Group Affiliatesrelated trust is exempt from federal income taxation under Section 501(a) of the Code; (ii) the plan has been (or within the applicable remedial amendment period, taken will be) amended to reflect the requirements of the Tax Reform Act of 1986 and subsequent legislation through and including the Omnibus Reconciliation Act of 1993, and an application for a determination letter has been filed (or, within the applicable remedial amendment period, will be filed) with the Internal Revenue Service; (iii) with respect to each such plan (as well as any other Benefit Plan) which is covered by Section 412 of the Code, there has been no accumulated funding deficiency, whether or not waived, within the meaning of Section 302(a)((2) of ERISA or Section 412 of the Code, and there has been no failure to make a wholerequired installment by its due date under Section 412(m) of the Code; and (iv) with respect to each such plan which is covered by Title IV of ERISA, (1) no notice of intent to terminate the plan has been provided to participants or filed with PBGC under Section 4041 of ERISA, nor has PBGC instituted or to Seller's knowledge, threatened to institute any proceeding under Section 4042 of ERISA to terminate the plan; (2) no liability has been incurred under Title IV of ERISA to PBGC or otherwise and, to Seller's knowledge, there is no material risk of incurring any such liability (except for the payment of PBGC premiums); and (3) in the case of a defined benefit pension plan, the value of the plan assets exceeds the total present value of the plan's benefit liabilities on a plan termination basis based upon
(d) The Subsidiaries have complied in all material respects with the provisions of Section 4980(B) of the Code with respect to any Benefit Plan which is a group health plan within the meaning of Section 5001(b)(1) of the Code and which covers any employee of any of the Subsidiaries. None of the Subsidiaries maintains, contributes to, or is obligated under any plan, contract, policy or arrangement providing health or death benefits (whether or not insured) to current or former employees of any of the Subsidiaries or other personnel of any of the Subsidiaries beyond the termination of their employment or other services.
Appears in 1 contract
Benefit Plan Compliance. (i) With respect to each Company Benefit Plan, no event has occurred and there exists no condition or set of circumstances, in connection with which the Company or any of its Subsidiaries would be subject to any material liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or any other applicable Legal Requirement, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
(ii) Each Company Benefit Plan has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of all applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Parent from terminating or amending any Company Benefit Plan at any time for any reason without material liability to the Company and its Controlled Group Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefitsbenefits or administrative expenses related to the amendment or termination that are not material in amount).
(iii) No material oral or written representation or commitment with respect to any material aspect of any Company Benefit Plan has been made to an Employee of the Company or any of its Subsidiaries by an authorized Employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. To the Knowledge of the Company, neither Neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Employee representative body or any material number or category of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them).
(iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced, or to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any material claimanticipated, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (Vantagemed Corp)
Benefit Plan Compliance. (i) With respect Each bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, stock-related or performance award, retirement, vacation, severance, disability, death benefit, hospitalization, medical, loan (other than travel allowances and relocation packages), fringe benefit, disability, sabbatical and other plan or arrangement providing benefits to each any current or former employees, consultants, officers, or directors of the Company Benefit Planor its Subsidiaries (each, no event has occurred and there exists no condition or set of circumstances, in connection with an “Employee”) pursuant to which the Company or any of its Subsidiaries would be subject to any material have or could have liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or any other applicable Legal Requirement, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
(ii) Each Company Benefit Plan Plans”) has been, in all material respects, been administered and operated in accordance with its terms, with the applicable provisions of the Employee Retirement Income Security act of 1974, as amended (“ERISA”), the Code and all other applicable material Legal Requirements and the terms of all applicable collective bargaining agreementsRequirements. Each Company Benefit PlanPlan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, including any material amendments theretoopinion, that is capable of approval bynotification or advisory letter from the IRS with respect to each such Company Benefit Plan as to its qualified status under the Code, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains remaining a period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain such Approval retroactive a favorable determination as to the date qualified status of any material amendment that has not previously received each such Approval, except for the lack of such Approvals which would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Parent from terminating or amending any Company Benefit Plan at any time for any reason without material liability to the Company and its Controlled Group Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits)Plan.
(iiiii) No material oral or written representation or commitment with respect to any material aspect of any Company Benefit Plan has been made to an Employee of the Company or any of its Subsidiaries by an authorized Employee of the Company or any of its Subsidiaries that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Plans.
(iii) To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Employee representative body or any material number or category of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them).
(iv) There there are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced, or to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), commenced with respect to any material such claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
Appears in 1 contract
Benefit Plan Compliance. (i) With respect Each bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, stock-related or performance award, retirement, vacation, severance, disability, death benefit, hospitalization, medical, loan (other than travel allowances and relocation packages), fringe benefit, disability, severance, sabbatical and other agreement, plan or arrangement providing benefits to each any current or former employees of the Company Benefit Planor its Subsidiaries (each, no event has occurred and there exists no condition an “Employee”) or set of circumstances, in connection with consultants or directors pursuant to which the Company or any of its Subsidiaries would be subject to any material have or could have liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or any other applicable Legal Requirement, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
(ii) Each Company Benefit Plan Plans”) has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of the Employee Retirement Income Security act of 1974, as amended (“ERISA”), the Code and all other applicable material Legal Requirements Requirements.
(ii) With respect to each Company Benefit Plan, to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the terms of all applicable collective bargaining agreements. Each most recent annual report on Form 5500 required to have been filed with the United States Internal Revenue Service (the “IRS”), for each Company Benefit Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any material amendments thereto, Company Benefit Plan that is capable intended to qualify under Section 401(a) of approval bythe Code; (C) the plan documents and summary plan descriptions, and/or registration for and/or qualification for special tax status withor a written description of the terms of any Company Benefit Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; (E) any notices to or from the appropriate taxation, social security and/or supervisory authorities in IRS or any office or representative of the relevant country, state, territory or United States Department of Labor (the like (each, an “ApprovalDOL”) or any similar Governmental Entity relating to any compliance issues in respect of any such Company Benefit Plan; and (F) with respect to each material Company Benefit Plan that is maintained in any non-U.S. jurisdiction (the “International Employee Plans”), to the extent applicable, (x) the most recent annual report or similar compliance documents required to be filed with any Governmental Entity with respect to such plan and (y) any document comparable to the determination letter reference under clause (B) above issued by a Governmental Entity relating to the satisfaction of Legal Requirements necessary to obtain the most favorable tax treatment.
(iii) Each Company Benefit Plan that is intended to be “qualified” under Section 401 of the Code has received a favorable determination letter from the IRS to such Approval effect and, to the Knowledge of the Company, no fact, circumstance or there remains a period of time in which to obtain such Approval retroactive to event has occurred or exists since the date of any material amendment such determination letter that has not previously received such Approval, except for the lack of such Approvals which would not reasonably be expected to result in material liability adversely affect the qualified status of any such Company Benefit Plan; to the extent applicable, each International Employee Plan has been approved by the relevant taxation and other Governmental Entities so as to enable: (A) the Company or any of its Subsidiaries and its Controlled Group Affiliatesthe participants and beneficiaries under the relevant International Employee Plan and (B) in the case of any International Employee Plan under which resources are set aside in advance of the benefits being paid (a “Funded International Employee Plan”), taken as a whole. Except the assets held for the purposes of the Funded International Employee Plans, to enjoy the most favorable taxation status possible and the Company is not aware of any ground on which such approval may cease to apply; except as required by applicable Legal RequirementsRequirements or this Agreement, no condition or term under any relevant International Employee Plan exists that which would prevent Parent or the Company Surviving Corporation or Parent any of its Subsidiaries from terminating or amending any Company Benefit International Employee Plan at any time for any reason without material liability to Parent or the Company and Surviving Corporation or any of its Controlled Group Affiliates, taken as a whole Subsidiaries (other than ordinary administration expenses or routine claims for benefits).
(iiiiv) No material To the Knowledge of the Company, no oral or written representation or commitment with respect to any material aspect of any Company Benefit Plan has been made to an Employee of the Company or any of its Subsidiaries by an authorized Employee employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Employee representative body or any material number or category of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them)Plans.
(ivv) There are no material unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commencedcommenced with respect to any such material claim, and there are no material audits or examinations pending or, to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any material claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a wholeBenefit Plan.
Appears in 1 contract
Samples: Merger Agreement (Pharsight Corp)
Benefit Plan Compliance. (i) As used in this Agreement, the "Benefit Plans" of any Person means each collective bargaining agreement, bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, stock-related or performance award, retirement, vacation, severance, disability, death benefit, hospitalization, medical, loan (other than travel allowances and relocation packages), fringe benefit, disability, sabbatical and other similar plan, arrangement or understanding providing benefits to any Employee of such Person or any of its Subsidiaries. With respect to each any Benefit Plan of the Company or any of the Company Subsidiaries ("Company Benefit PlanPlans"), no event has occurred and there exists no condition or set of circumstances, in connection with which the Company or any of its the Company Subsidiaries would be subject to any material liability under the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), the Code or any other applicable Legal Requirement, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a wholeLaw.
(ii) Each Company Benefit Plan has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements Laws and the terms of all applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “"Approval”") has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment or change in Law that has not previously received such Approval, except for the lack of such Approvals which would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Parent from terminating or amending any Company Benefit Plan at any time for any reason without material liability to the Company and its Controlled Group Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits).
(iii) No To the knowledge of the Company, no material oral or written representation or commitment with respect to any material aspect of any Company Benefit Plan has been made to an Employee of the Company or any of its the Company Subsidiaries by an authorized Employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a wholePlans. To the Knowledge knowledge of the Company, neither the Company nor any of its the Company Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Employee representative body or any material number or category of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them).
(iv) There are no material unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced, or to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), commenced with respect to any material claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a wholeclaim thereunder.
Appears in 1 contract
Benefit Plan Compliance. (i) With respect to each Company LTX Benefit Plan, no event has occurred and to the Knowledge of LTX there exists no condition or set of circumstances, in connection with which the Company LTX or any of its Subsidiaries ERISA Affiliates would be subject to any material liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code or any other applicable Legal Requirement, which would reasonably be expected Requirement material to result in material liability to the Company LTX and its Controlled Group AffiliatesSubsidiaries, taken as a whole.
(ii) Each Company LTX Benefit Plan has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of all any applicable collective bargaining agreements. Each Company LTX Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) Approval has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which which, individually or in the aggregate, has not resulted in and would not reasonably be expected to result in material liability to the Company LTX and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company LTX or Parent Credence from terminating or amending any Company LTX Benefit Plan at any time for any reason without material liability to the Company LTX and its Controlled Group ERISA Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits).
(iii) No material oral or written representation or commitment with respect to any material aspect of any Company LTX Benefit Plan has been made to an LTX Employee of the Company or any of its Subsidiaries by an authorized LTX Employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company LTX Benefit Plans that would reasonably be expected to result in material liability to the Company LTX and its Controlled Group ERISA Affiliates, taken as a whole. To the Knowledge of the Company, neither the Company Neither LTX nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other LTX Employee representative body or any material number or category of its LTX Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them).
(iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company LTX Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commencedcommenced or, or to the Knowledge of the CompanyLTX, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any material claim, which would reasonably be expected to result in material liability to the Company LTX and its Controlled Group Affiliates, taken as a whole.
Appears in 1 contract
Benefit Plan Compliance. (i) With respect to each Company Benefit Plan, no event has occurred and there exists no condition or set of circumstances, in connection with which the Company or any of its Subsidiaries would be subject to any material liability under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code any statute or any other applicable Legal Requirement, which would reasonably be expected to result in material liability to the Company and its Controlled Group AffiliatesSubsidiaries, taken as a whole.
(ii) Each Company Benefit Plan has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of all applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which would not reasonably be expected to result in material liability to the Company and its Controlled Group AffiliatesSubsidiaries, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Parent from terminating or amending any Company Benefit Plan at any time for any reason without material liability to the Company and its Controlled Group Affiliates, taken as a whole (other than ordinary administration expenses or routine claims for benefits).
(iii) No material oral or written representation or commitment with respect to any material aspect of any Company Benefit Plan has been made to an Employee of the Company or any of its Subsidiaries by an authorized Employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Employee representative body or any material number or category of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them).
(iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced, or to the Knowledge of the CompanySeller, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any material claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group AffiliatesSubsidiaries, taken as a whole.
Appears in 1 contract
Samples: Stock Purchase and Option Agreement (Transax International LTD)
Benefit Plan Compliance. Except as set forth in the schedules to the Local Purchase Agreements:
(A) with respect to each Plan that is intended to be qualified under Section 401(a) of the Code, and is maintained by Owners for Employees of Owners or any of its affiliates:
(i) With Owners have obtained a favorable determination letter from the IRS, and there has been no occurrence since the date of such determination letters that has adversely affected the qualified status of any such plan;
(ii) such Plan has been operated in compliance with the Code and ERISA and in accordance with the provisions of, and the rules and Regulations covering, such Plan; and
(iii) Owners are not, and to Owners’’ Knowledge, no other person is, engaged in a transaction prohibited by Section 4975 of the Code or Section 406 of ERISA which would result in a liability to any Owner;
(B) each Plan which is subject to Part III of Subtitle B of Title I or ERISA or Section 412 of the Code has been maintained in compliance with the minimum funding standards of ERISA and the Code;
(C) no reportable event, within the meaning of Section 4043 of ERISA has occurred with respect to each Company any Plan that is subject to Title IV of ERISA, other than reportable events with respect to which notice has been waived by the Pension Benefit PlanGuaranty Corporation (“PBGC”);
(D) Owners have not received notice of any audit or investigation with respect to any Plan by the IRS, PBGC or the Department of Labor (“DOL”);
(E) Neither any Owner nor any entity which is treated as a single employer with any Owner under Sections 414(b), (c), (m) or (o) of the Code (an “ERISA Affiliate”) has engaged in any transaction that could subject Purchaser to any liability under Section 4069 of ERISA;
(F) Neither Owners nor any ERISA Affiliate has incurred any liability under Title IV of ERISA that could become a liability of Purchaser following the Closing and no event has occurred and there exists no condition or set of circumstances, in connection with which the Company or respect to any of its Subsidiaries would be Plan subject to Title IV of ERISA that could result in any material liability under to Purchaser;
(G) All contributions required to have been made by Owners pursuant to the Employee Retirement Income Security Act terms of 1974, as amended (“each Plan or pursuant to ERISA”), the Code or any other applicable Legal Requirementlaw have been made within the time prescribed by such Plan and by applicable law;
(H) There are no material claims pending, which would reasonably be expected to result in material liability or to the Company and its Controlled Group AffiliatesOwners’ Knowledge, taken as a whole.
(ii) Each Company Benefit threatened involving any Plan has been, in all material respects, administered and operated in accordance with its terms, with the applicable provisions of ERISA, the Code and all other applicable material Legal Requirements and the terms of all applicable collective bargaining agreements. Each Company Benefit Plan, including any material amendments thereto, that is capable of approval by, and/or registration for and/or qualification for special tax status with, the appropriate taxation, social security and/or supervisory authorities in the relevant country, state, territory or the like (each, an “Approval”) has received such Approval or there remains a period of time in which to obtain such Approval retroactive to the date of any material amendment that has not previously received such Approval, except for the lack of such Approvals which would not reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. Except as required by Legal Requirements, no condition exists that would prevent the Company or Parent from terminating or amending any Company Benefit Plan at any time for any reason without material liability to the Company and its Controlled Group Affiliates, taken as a whole (other than routine claim for benefits) or any other litigation involving any Plan that could result in any liability to Purchaser;
(I) Each Plan maintained by any Owner may be amended, terminated, modified or otherwise revised by such Owner, other than benefits protected under Section 411(d) of the Code, on and after Closing, without further liability to such Owner or Purchaser (excluding ordinary administration administrative expenses or and routine claims for benefits);
(J) The consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee of any Owner or such Owners’ ERISA Affiliates to severance pay, unemployment compensation, accrued vacation pay, or any similar payment for which Purchaser could be liable except as otherwise expressly provided herein, (ii) accelerate the time of payment or vesting or increase the amount of any compensation to or in respect of any current or former employee of any Owner or such Owners’ ERISA Affiliates for which Purchaser could be liable, or (iii) result in or satisfy any condition to the payment of compensation to any current or former employee of any Owner or such Owners’ ERISA Affiliates for which Purchaser could be liable that would, in combination with any other payment, result in an “excess parachute payment” within the meaning of Section 280G of the Code.
(iiiK) No material oral or written representation or commitment Each “non-qualified deferred compensation plan”, within the meaning of Section 409A of the Code, maintained by Owners complies in form and operation with the requirements of Section 409A of the Code and no such plan has been materially modified with respect to amounts deferred under the plan for taxable years beginning before January 1, 2008; and
(L) Owners have no indemnity obligation for any taxes imposed under Section 409A of the Code.
(M) Owners have not incurred any excise tax liability that has not been satisfied with respect to any material aspect of any Company Benefit Plan has been made to an Employee of the Company or any of its Subsidiaries by an authorized Employee of the Company that is not materially in accordance with the written or otherwise preexisting terms and provisions of such Company Benefit Plans that would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has entered into any agreement, arrangement or understanding, whether written or oral, with any trade union, works council or other Employee representative body or any material number or category of its Employees which would prevent, restrict or materially impede the implementation of any lay-off, redundancy, severance or similar program within its or their respective workforces (or any part of them)Plan.
(iv) There are no unresolved claims or disputes under the terms of, or in connection with, any Company Benefit Plan (other than routine undisputed claims for benefits), and no action, legal or otherwise, has been commenced, or to the Knowledge of the Company, is threatened or reasonably anticipated (other than routine claims for benefits), with respect to any material claim, which would reasonably be expected to result in material liability to the Company and its Controlled Group Affiliates, taken as a whole.
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