Benefit Plan Obligations. (a) Schedule 6.17(a) contains a true and complete list of each bonus, deferred compensation, incentive compensation, stock purchase, stock option, equity-based award, severance or termination pay, hospitalization or other medical, accident, disability, life or other insurance, supplemental unemployment benefits, fringe, other welfare benefit, profit-sharing, pension or retirement plan, program, agreement or arrangement, and each other employee benefit plan, program, agreement or arrangement (collectively, the "Plans") as of the date hereof sponsored, maintained, or contributed to or required to be contributed to by the Company or any ERISA Affiliate (as defined below) for the benefit of any employee or terminated employee of the Company or any ERISA Affiliate. For purposes of this Agreement, "ERISA Affiliate" means any entity or Person that together with the Company would be deemed a "single employer" within the meaning of section 4001 of ERISA or would be considered as being "members" of a controlled group of corporations within the meaning of section 414 of the Code with the Company. Schedule 6.17(a) hereto identifies each of the Plans that is an "employee benefit plan" (each, an "ERISA Plan") as that term is defined in section 3(3) of ERISA and each ERISA Affiliate of every ERISA Plan. Each Plan may be modified or terminated by the Company or its ERISA Affiliates, whichever is applicable, without liability to the Company or its ERISA Affiliates, subject only to claims filed or [accrued] prior to such modification or termination. True and correct copies of each of the Plans, all amendments thereto, any written interpretations thereof distributed to employees, and all contracts relating thereto or the funding thereof (including, without limitation, all trust or other funding agreements and the most recent financial statements thereof, insurance contracts, administration contracts and investment management agreements), summary plan descriptions, the two most recent annual reports (Form 5500 including, if applicable, Schedule B thereto), the most recent actuarial valuation report and the most recent report prepared in connection with any Plan in accordance with Statement of Financial Accounting Standards No. 87, Employer's Accounting for Pensions and the most recent determination letter received from the IRS with respect to each Plan intended to qualify under Section 401 of the Code have been made available to BPB.
Benefit Plan Obligations. Borrower shall reduce future contributions ------------------------ or benefits to each Plan to which it has an obligation to contribute if and to the extent necessary to avoid the occurrence of an Event of Default hereunder, to the extent such reduction may be effected without causing a "partial termination", as that term is used in Section 411(d) of the Code and the regulations promulgated pursuant thereto, or may otherwise be effected without causing the Plan to become disqualified or violating the provisions of ERISA or the Code.
Benefit Plan Obligations. Each of the Obligors agrees to reduce future contributions or benefits to each Plan to the extent (if any) (a) necessary to avoid the occurrence of a Default and (b) that such reduction may be effected without (1) causing a "partial termination" as that term is used in Section 411 (d)(3) of the Internal Revenue Code and its related regulations and (2) causing the Plan to become disqualified or violating ERISA.
Benefit Plan Obligations. (a) Annex 4.15(a) contains a true and complete list of each commission, bonus, deferred compensation, incentive compensation, stock purchase, stock option, share scheme, equity-based award, severance, redundancy or termination pay, hospitalization or other medical, accident, disability, life or other insurance, supplemental unemployment benefits, fringe, other welfare benefit, profit-sharing, pension, or retirement plan, program, agreement, or arrangement, and each other employee benefit plan, program, agreement, or arrangement (a "Plan") as of the date hereof sponsored, maintained, or contributed to or required to be contributed to by any Advisor or any ERISA Affiliate (as defined below) for the benefit of any
Benefit Plan Obligations. (a) Schedule 5.17(a) sets forth a list of every Employee Program that has been maintained by the Company, the Prior Entity, or an ERISA Affiliate at any time during the six (6) year period ending on the Closing Date.
(b) Each Employee Program which has ever been maintained by the Company, the Prior Entity, or an ERISA Affiliate and which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section and has, in fact, been qualified under the applicable section of the Code from the effective date of such Employee Program through and including the Closing Date (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable section of the Code (including without limitation Sections 105, 125, 401(a) and 501(c)(9) of the Code). Each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program.
Benefit Plan Obligations. 23 Section 4.16. No Broker...............................................24 Section 4.17. Absence of Changes......................................24 Section 4.18. The Equityholders.......................................24 Section 4.19. Additional Representations Regarding Pooled Products....24
Benefit Plan Obligations. The Purchaser shall be, or shall cause the Company and the Subsidiaries to be, responsible for all obligations existing on the Closing Date (including, without limitation, any such obligations that have been incurred but not yet paid) under any Benefit Plan (including, without limitation, all health and welfare, life insurance and disability plans and programs) applicable to the employees and former employees of MPC, the Company and the Subsidiaries and to certain former employees of Affiliates of MPC, as disclosed in SECTION 5.04(e) OF THE DISCLOSURE SCHEDULE (collectively, the "COVERED PARTICIPANTS") and their covered dependents. Effective as of the Closing Date, Seller and its Affiliates (other than MPC, the Company or any Subsidiary) shall have no liability or responsibility for any obligation under any Benefit Plan applicable to the Covered Participants and their covered dependents with respect to claims incurred by the Covered Participants or their covered dependents prior to the Closing Date under each Benefit Plan. Expenses and benefits with respect to claims incurred by the Covered Participants or their covered dependents on or after the Closing Date shall be the responsibility of Purchaser. For purposes of this paragraph, a claim is deemed incurred when the services that are the subject of the claim are performed; in the case of life insurance, when the death occurs, and, in the case of short-term or long-term disability benefits, when the disability occurs. The Purchaser shall, or shall cause the Company and the Subsidiaries to (i) waive all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to the Covered Participants and their covered dependents under any Benefit Plan, in which such Covered Participants and their covered dependents may be eligible to participate after the Closing Date and (ii) provide each Covered Participant and their covered dependents with credit for any co-payments and deductibles paid prior to the Closing Date in satisfying any applicable deductible or out-of-pocket requirements under any Benefit Plan in which such Covered Participants and their covered dependents are eligible to participate after the Closing Date.
Benefit Plan Obligations. (a) Schedule 3.15(a) contains a true and complete list of each compensation, commission, bonus, deferred compensation, incentive compensation, equity purchase, equity option, share scheme, equity-based award, severance, redundancy or termination pay, hospitalization or other medical, accident, disability, life or other insurance, supplemental unemployment benefits, fringe, other welfare benefit, profit-sharing, pension, or retirement plan, program, agreement, or arrangement, and each other employee benefit plan, program, agreement, or arrangement (a "Plan") as of the date hereof sponsored, maintained, or contributed to or required to be contributed to by the Legend Companies or any ERISA Affiliate of either of them (as defined below) for the benefit of any employee or terminated employee of the Legend Companies or any ERISA Affiliate of any of them. For purposes of this Agreement, "ERISA Affiliate" means any entity or Person that together with any of the Legend Companies would be deemed a "single employer" within the meaning of section 4001 of ERISA or would be considered as being "members" of a controlled group of corporations within the meaning of Code section 414 with any of the Legend Companies. Each Plan may be modified or terminated by the Legend Companies, or the applicable ERISA Affiliate, without liability to the Legend Companies, or the applicable ERISA Affiliate, subject only to claims filed or occurred prior to such modification or termination and the restrictions imposed by the Code and ERISA.
Benefit Plan Obligations. 26 Section 3.15
Benefit Plan Obligations. (a) Schedule 3.14(a) ------------------------ contains a true and complete list of each compensation, commission, bonus, deferred compensation, incentive compensation, equity purchase, equity option, and other equity-based award plan, program, agreement or arrangement; each severance, employment, retention, consulting or termination plan, program or agreement; each hospitalization or other medical, accident, disability, life or other insurance, supplemental unemployment benefits, fringe and other "welfare" plan, fund or program (within the meaning of Section 3(1) of ERISA); each profit-sharing, pension and other "pension" plan, fund or program (within the meaning of Section 3(2) of ERISA), in each case, that as of the date hereof is sponsored, maintained, or contributed to or required to be contributed to by PCM or CCC or any ERISA Affiliate (as defined below) for the benefit of any employee or former employee of PCM or CCC (the "Plans"). For purposes of this Agreement, "ERISA Affiliate" means any trade or business, whether or not incorporated, that, together with any of PCM or CCC would be deemed a "single employer" within the meaning of section 4001(b) of ERISA. With respect to each Plan, the Sellers have heretofore delivered or made available to Buyer true and complete copies of each of the following documents: (i) a copy of the Plan and any amendments thereto; (ii) a copy of the most recent annual report on Internal Revenue Service Form 5500; (iii) a copy of the most recent Summary Plan Description (including supplements) required under ERISA with respect thereto; (iv) if the Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest financial statements thereof and all related agreements; and (v) the most recent determination letter or pending determination letter received from the Internal Revenue Service with respect to each Plan intended to qualify under Section 401 of the Code. Each Plan may be modified or terminated by PCM or CCC, or the applicable ERISA Affiliate, in accordance with the terms thereof, without liability to PCM or CCC, or the applicable ERISA Affiliate, subject only to claims filed or occurred prior to such modification or termination and the restrictions imposed by the Code and ERISA.
