Common use of Benefit Plans and ERISA Clause in Contracts

Benefit Plans and ERISA. (a) Schedule 4.22 sets forth a true and complete list of each "employee benefit plan" (as defined by Section 3(3) of ERISA (as defined in Section 2.2 hereof)), 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 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 December 31, 1993 or which has been approved before the date hereof but is not yet effective, for the benefit of (i) directors or employees of Seller working in the Business or any other persons performing services for Seller in the Business, (ii) former directors or employees of Seller working in the Business or any other persons formerly performing services for Seller in the Business, and/or (iii) beneficiaries of anyone described in (i) or (ii) (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 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 Code (as defined in Section 2.2 hereof) as employees of a single employer which includes Seller) has or has had any obligation on behalf of any Business Employee. Except as disclosed on Schedule 4.22 attached hereto, there are no other benefits to which any Business Employee is entitled.

Appears in 1 contract

Samples: Asset Purchase Agreement (Eps Solutions Corp)

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Benefit Plans and ERISA. (a) Employee Benefit Plans of the Company. Schedule 4.22 4.19 attached hereto sets forth a true and complete list of each "employee benefit plan" (as defined by Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (as defined in Section 2.2 hereof)"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 practicepractices, 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, effect was maintained since December 31, 1993 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 Seller the Company working in the Business or any other persons performing services for Seller the Company in the Business, (ii) former directors or former employees of Seller the Company working in the Business or any other persons formerly performing services for Seller the Company in the Business, and/or or (iii) beneficiaries of anyone described in (i) or (ii) (collectively, "Business Employees") or with respect to which Seller the Company or any "ERISA Affiliate" (hereby defined to include any trade or business, whether or not incorporated, other than Sellerthe Company, which has employees who are or have been at any date of determination occurring within the preceding six (6) years, years treated pursuant to Section 4001(a)(14) of ERISA and/or or Section 414 of the Code (as defined in Section 2.2 hereof) as employees of a single employer which includes Sellerthe Company) has or has had any obligation on behalf of any Business Employee. Except as disclosed on Schedule 4.22 4.19 attached hereto, there are no other benefits to which any Business Employee is entitledentitled or for which the Company has any obligation.

Appears in 1 contract

Samples: Merger Agreement and Plan of Reorganization (Interland Inc /Mn/)

Benefit Plans and ERISA. (a) Employee Benefit Plans of Trellix. Schedule 4.22 4.19 attached hereto sets forth a true and complete list of each "employee benefit plan" (as defined by Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (as defined in Section 2.2 hereof)"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 practicepractices, 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 effecteffect or, for an Employee Benefit Plan that is or was subject to Title IV of ERISA, was maintained since December 31, 1993 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 Seller Trellix working in the Business or any other persons performing services for Seller Trellix in the Business, (ii) former directors or former employees of Seller Trellix working in the Business or any other persons formerly performing services for Seller Trellix in the Business, and/or or (iii) beneficiaries of anyone described in (i) or (ii) (collectively, "Business Employees") or with respect to which Seller Trellix or any "ERISA Affiliate" (hereby defined to include any trade or business, whether or not incorporated, other than SellerTrellix, which has employees who are or have been at any date of determination occurring within the preceding six (6) years, years treated pursuant to Section 4001(a)(14) of ERISA and/or or Section 414 of the Code (as defined in Section 2.2 hereof) as employees of a single employer which includes SellerTrellix) has or has had any obligation on behalf of any Business Employee. Except as disclosed on Schedule 4.22 4.19 attached hereto, there are no other material benefits to which any Business Employee is entitledentitled or for which Trellix has any obligation.

Appears in 1 contract

Samples: Merger Agreement and Plan of Reorganization (Interland Inc /Mn/)

Benefit Plans and ERISA. (a) Schedule 4.22 sets forth a true and complete list of each "employee benefit plan" (as defined by Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (as defined in Section 2.2 hereof"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 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 December 31, 1993 1975 or which has been approved before the date hereof but is not yet effective, for the benefit of (i) directors current or employees of Seller working in the Business or any other persons performing services for Seller in the Business, (ii) former directors or employees of Seller working in the Business any Company or any other persons currently or formerly performing services for Seller in the Businessany Company, and/or (iii) beneficiaries of anyone described in (i) or (ii) any such persons (collectively, "Business Employees") or with respect to which Seller any Company or any "ERISA Affiliate" (hereby defined to include any trade or business, whether or not incorporated, other than Sellerany Company, 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 and/or Section 414 of the Code (as defined in Section 2.2 hereof) as employees of a single employer which includes Sellereach Company) has or has had any obligation on behalf of any Business Employee. Except as disclosed on Schedule 4.22 attached hereto, there are no other benefits to which any Business Employee is entitledentitled or for which any Company has any obligation.

Appears in 1 contract

Samples: Asset Purchase Agreement (Moovies Inc)

Benefit Plans and ERISA. (a) Schedule 4.22 3.20 attached hereto sets forth a true and complete list of each "employee benefit plan" (as defined by Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (as defined in Section 2.2 hereof"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 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 December 31, 1993 1994 or which has been approved before the date hereof but is not yet effective, for the benefit of (i) directors or employees of Seller working in the Seller's Business or any other persons performing services for Seller in the Business, (ii) former directors or employees of Seller working in the Seller's Business or any other persons formerly performing services for Seller in the Seller's Business, and/or (iii) beneficiaries of anyone described in (i) or (ii) (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 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 Code (as defined in Section 2.2 hereof) as employees of a single employer which includes Seller) has or has had any obligation on behalf of any Business Employee. Except as disclosed on Schedule 4.22 3.20 attached hereto, there are no other benefits to which any Business Employee is entitled.

Appears in 1 contract

Samples: Asset Purchase Agreement (Isolyser Co Inc /Ga/)

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Benefit Plans and ERISA. (a) Schedule 4.22 3.19 attached hereto sets forth a true and complete list of each "employee benefit plan" (as defined by Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (as defined in Section 2.2 hereof“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 December 31, 1993 the inception of the Business or which has been approved before the date hereof but is not yet effective, for the benefit of (i) directors or employees of Seller working in the Business or any other persons performing services for Seller in the Business, (ii) former directors or employees of Seller working in the Business or any other persons formerly performing services for Seller in the Business, and/or (iii) beneficiaries of anyone described in (i) or (ii) (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 (as defined in Section 2.2 hereofthe “Code”) as employees of a single employer which includes Seller) has or has had any obligation on behalf of any Business Employee. Except as disclosed on set forth in Schedule 4.22 attached hereto3.19, there are no other benefits each Employee Benefit Plan complies with the provisions of ERISA and the provisions of the Code, applicable to which any Business Employee is entitledit.

Appears in 1 contract

Samples: Asset Purchase Agreement (Flanders Corp)

Benefit Plans and ERISA. (ai) Schedule 4.22 7O attached hereto sets forth a true and complete list of each "employee benefit plan" (as defined by Section 3(3) of ERISA the Employee Retirement Income Security Act of 1974, as amended (as defined in Section 2.2 hereof“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 fund, or arrangement (each such plan, agreement, policy, trust fund 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 December 31January 1, 1993 2022, or which has been approved before the date hereof but is not yet effective, for the benefit of (i) directors or employees of Seller the Agency working solely in the Business or any other persons performing services for Seller in the Business, (ii) former directors or employees of Seller working in the Business or any other persons formerly performing services for Seller in the Business, and/or (iii) beneficiaries of anyone described in (i) or (ii) (collectively, "Business Employees") or with respect to which Seller the Agency or any "ERISA Affiliate" (hereby defined to include any trade or business, whether or not incorporated, other than Sellerthe Agency, 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 Code (as defined in Section 2.2 hereof) as employees of a single employer which includes Sellerthe Agency) has or has had any obligation on behalf of any Business Employee. Except The Agency has furnished to the Buyer true and correct copies of all of its Employee Benefit Plans, if any, as disclosed on Schedule 4.22 attached hereto, there are no other benefits to which any Business Employee is entitledwell as accurate summary plan descriptions.

Appears in 1 contract

Samples: Asset Purchase Agreement (CB Financial Services, Inc.)

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