Benefit Plans and ERISA. (a) Employee Benefit Plans of Trellix. Schedule 4.19 attached hereto sets forth a true and complete list of each "employee benefit plan" (as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and any other bonus, profit sharing, pension, compensation, deferred compensation, stock option, stock purchase, fringe benefit, severance, post-retirement, scholarship, disability, sick leave, vacation, individual employment, commission, bonus, payroll practices, retention, or other plan, agreement, policy, trust fund or arrangement (each such plan, agreement, policy, trust fund or arrangement is referred to herein as an "Employee Benefit Plan," and collectively, the "Employee Benefit Plans") that is currently in effect or, for an Employee Benefit Plan that is or was subject to Title IV of ERISA, was maintained since December 31, 1996 or which has been approved before the date hereof but is not yet effective, that provides a material amount of benefits, for the benefit of (i) directors or employees of Trellix working in the Business or any other persons performing services for Trellix in the Business, (ii) former directors or former employees of Trellix working in the Business or any other persons formerly performing services for Trellix in the Business, or (iii) beneficiaries of anyone described in (i) or (ii) (collectively, "Business Employees") or with respect to which Trellix or any "ERISA Affiliate" (hereby defined to include any trade or business, whether or not incorporated, other than Trellix, which has employees who are or have been at any date of determination occurring within the preceding six (6) years treated pursuant to Section 4001(a)(14) of ERISA or Section 414 of the Code as employees of a single employer which includes Trellix) has or has had any obligation on behalf of any Business Employee. Except as disclosed on Schedule 4.19 attached hereto, there are no other material benefits to which any Business Employee is entitled or for which Trellix has any obligation.
Benefit Plans and ERISA. Contributing Party has delivered or made available to Company all of Contributing Party's employment, consulting, retainer, employee leasing or collective bargaining agreements covering or otherwise applicable with respect to any officer, employee or other person related to the Business or former employee engaged in the Business, and has made available to Company all information related to any bonus or other incentive compensation plans or arrangements, pension, deferred compensation, profit sharing or other retirement plans, stock bonus, stock purchase, stock option or similar plans, excess benefit plans, death benefit or life insurance plans, sickness or disability plans, severance, vacation, holiday, educational assistance plans, medical, dental, hospitalization or health maintenance organization plans, arrangements for the payment of compensation other than in cash, or any other plan or arrangement which constitutes an "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), for the benefit of the employees or former employees or their survivors, dependents or beneficiaries (all of which are referred to as the "Benefit Plans") which Contributing Party has maintained or contributed to during the past two years. All of the employees or former employees engaged in the Business will be paid by Contributing Party as of the Closing Date for services rendered prior to the Closing Date, and all payments, contributions and benefits required to be made or provided by Contributing Party under the Benefit Plans on and after the Closing Date will be paid by Contributing Party, except that Company will assume all accumulated paid time off ("PTO") as of the Closing Date, for each employee hired by Company. Except for the PTO assumed by Company, Contributing Party acknowledges and agrees that, on and after the Closing Date, Company will have no liability to any employee or former employee engaged in the Business, or any of their survivors, dependents or beneficiaries, under any of the Benefit Plans. None of those employees or former employees, or their survivors, dependents or beneficiaries, are covered by any retiree health insurance plan maintained or contributed to by Contributing Party. None of the Assets are subject to a lien under Section 4068 of ERISA or Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"), or any other provision of ERISA or the Code and there i...
Benefit Plans and ERISA. To Seller's knowledge, without inquiry, Schedule 4.5 sets forth a true and complete list of each "employee benefit plan" (as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), (each such plan, agreement, policy, trust fund or arrangement is referred to herein as an "Employee Benefit Plan", and collectively, the "Employee Benefit Plans" that is currently in effect, or which has been approved before the date hereof but is not yet effective, for the benefit of employees, and their beneficiaries or any other persons performing services for Seller in the Business.
Benefit Plans and ERISA. Except as set forth on Schedule 4.24-1, Seller does not maintain or contribute to, and Seller has no liability whatsoever with respect to, any Employee Benefit Plan. The health plan has been maintained and operated in accordance with applicable law including, without limitation, COBRA. Schedule 4.24-2 attached hereto lists the name of each person who has experienced a “Qualifying Event” (as defined in COBRA) with respect to the health plan and is eligible for “Continuation Coverage” (as defined in COBRA) and whose maximum period for Continuation Coverage has not expired. Included in such list are the current address for each such individual, the date and type of each Qualifying Event, whether the individual has already elected Continuation Coverage and, for any individual who has not yet elected Continuation Coverage, the date on which such individual was notified of his or her rights to elect Continuation Coverage. Except for the health plan, Seller does not sponsor, maintain or contribute to any Employee Benefit Plan governed by ERISA. Neither the Seller nor any ERISA Affiliate maintains, has ever maintained or become obligated to contribute to any Employee Benefit Plan that is subject to Title IV of ERISA. Seller has not within the last five years engaged in, nor is a successor corporation to any entity that has engaged in, a transaction described in Section 4069 of ERISA. The Assets are not subject to a lien by the Pension Benefit Guaranty Corporation.
Benefit Plans and ERISA. All "employee benefit plans," as defined by Section 3(3) of ERISA, and any other benefit plans, including, without limitation, vacation pay, Medicare and Medicaid supplements, retirement supplements, salary continuation for disability and scholarship programs maintained by such Seller or any member of a "Controlled Group" (within the meaning of Section 4001(a)(14) of ERISA in which Seller is a member (the "Controlled Group")) to which such Seller or any member of a Controlled Group contributes are hereinafter collectively referred to as the "Plans." No Plan obligates or will obligate Newco, following the Closing, to make any contributions or obligations whatsoever thereunder, other than any required employer 401K contributions with respect to the period prior to the Closing, which are obligations of the Sellers or Arby's.
Benefit Plans and ERISA. (a) Except as set forth on Schedule 4.24-1, Seller does not maintain or contribute to any Employee Benefit Plan that cover employees of its Business. Such schedule shall include each Sellers’ hospitalization, medical, dental, and Code Section 125 medical reimbursement plans (“Health Plans”) that applies and that covers employees of its Business.
(b) Schedule 4.24-2 attached hereto lists the name of each person who has experienced a “Qualifying Event” (as defined in COBRA) with respect to the Health Plan and is eligible for “Continuation Coverage” (as defined in COBRA) and whose maximum period for Continuation Coverage has not expired. Included in such list are the current address for each such individual, the date and type of each Qualifying Event, whether the individual has already elected Continuation Coverage and, for any individual who has not yet elected Continuation Coverage, the date on which such individual was notified of his or her rights to elect Continuation Coverage. Schedule 4.24-3 attached hereto lists the name of each person who is presently participating in the Sellers’ Health Plan.
(c) Neither the Sellers nor any ERISA Affiliate maintains, has ever maintained or become obligated to contribute to any Employee Benefit Plan that is a subject to title IV of ERISA. Sellers have not within the last five years engaged in, nor is a successor corporation to any entity that has engaged in, a transaction described in Section 4069 of ERISA. The Assets are not subject to a lien by the Pension Benefit Guaranty Corporation.
Benefit Plans and ERISA. (a) Schedule 4.12 is a true and complete list of each "employee benefit plan," as defined in Section 3(3) of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), bonus, incentive, deferred compensation, excess benefit, employment contract, stock purchase, stock ownership, stock option, supplemental unemployment, vacation, sick-day, legal services arrangement, training arrangement, health care account, automobile purchase program, severance or other material employee benefit plan, program, policy or arrangement (other than those required to be maintained by law), whether written or unwritten, qualified or nonqualified, funded or unfunded, foreign or domestic, (i) maintained by, or contributed to by PRGUSA or any of its ERISA Affiliates, in respect of any current or former TSL Employees (or their beneficiaries), or (ii) with respect to which PRGUSA or any of its ERISA Affiliates has any liability in respect of any current or former TSL Employee (or their beneficiaries) (each such plan is hereinafter referred to as an "Employee Benefit Plan", and collectively, the "Employee Benefit Plans"). "ERISA Affiliate" is hereby defined to mean any trade or business, whether or not incorporated, other than PRGUSA, which has employees who are treated pursuant to Section 4001(a)(14) of ERISA and/or Section 414 of the Code as employees of a single employer which includes PRGUSA.
Benefit Plans and ERISA. (i) Schedule 4.01(u) sets forth a complete and accurate list of all pension, profit-sharing, retirement, deferred compensation, bonus, incentive compensation, equity-based compensation, severance, retention, welfare, health, dental, vision, life insurance, disability, tuition, vacation, and other employee benefit and fringe benefit plans and programs (including, but not limited to, all employee benefit plans as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA), which are currently in effect for Borrower, which are intended to provide benefits to current or former employees, directors, officers or independent contractors of Borrower and/or their beneficiaries, or for which Borrower has any liability, whether actual or contingent. Each of these arrangements will be referred to herein as a “Benefit Plan.”
(ii) Borrower has delivered to Lender a true and complete copy of each Benefit Plan. Loan Agreement (BSG)
(iii) Each Benefit Plan has at all times been operated in accordance with its terms, and complies currently, and has complied in the past, both in form and operation, and whether as a matter of substantive law or in order to maintain any intended tax qualification, with all Laws, including ERISA and the Code.
Benefit Plans and ERISA. Schedule 3.19 attached hereto sets forth a true and complete list of each “employee benefit plan” (as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and any other written bonus, profit sharing, pension, compensation, deferred compensation, stock option, stock purchase, fringe benefit, severance, post-retirement, scholarship, disability, sick leave, vacation, individual employment, commission, bonus, payroll practice, retention, or other plan, agreement, policy, trust fund or arrangement (each such plan, agreement, policy, trust fund or arrangement is referred to herein as an “Employee Benefit Plan”, and collectively, the “Employee Benefit Plans”) that is currently in effect, was maintained since the inception of the Business or which has been approved before the date hereof but is not yet effective, for the benefit of employees of Seller working in the Business (collectively, “Business Employees”) or with respect to which Seller or any “ERISA Affiliate” (hereby defined to include any trade or business, whether or not incorporated, other than Seller, which has or had employees who are or have been at any date of determination occurring within the preceding six (6) years, treated pursuant to Section 4001(a)(14) of ERISA and/or Section 414 of the Internal Revenue Code of 1986 as amended (the “Code”) as employees of a single employer which includes Seller) has or has had any obligation on behalf of any Business Employee. Except as set forth in Schedule 3.19, each Employee Benefit Plan complies with the provisions of ERISA and the provisions of the Code, applicable to it.
Benefit Plans and ERISA. (a) UCFI does not maintain, contribute to or otherwise have any liability whatsoever with respect to any "employee benefit plan" (within the meaning of Section 3(3) of ERISA) or any other bonus, profit sharing, pension, compensation, deferred compensation, stock option, stock purchase, fringe benefit, severance, post-retirement, scholarship, disability, sick leave, vacation, individual employment, commission, bonus, payroll practice, retention, or other plan, agreement, policy, trust fund or arrangement for any of the QV Employees or other personnel providing services to UCFI.
(b) CryoLife shall not, as a result of the transactions contemplated by this Agreement (including without limitation the receipt of services of the QV Employees): (i) become liable for any contribution, tax, lien, penalty, cost, interest, claim, loss, action, suit, damage, cost assessment or other similar type of liability or expense of UCFI or any ERISA Affiliate (including predecessors thereof) with regard to any "employee benefit plan" (within the meaning of Section 3(3) of ERISA) of UCFI, QV or any other ERISA Affiliate.
