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.
Appears in 1 contract
Benefit Plans and ERISA. (a) Employee Benefit Plans of Trellix. Schedule 4.19 attached hereto 4.21 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 material bonus, profit sharing, pension, incentive compensation, deferred compensation, stock option, stock purchase, fringe benefit, severance, post-retirement, scholarship, disability, sick leave, vacation, individual employment, commission, bonus, payroll practiceshealth benefit, 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 oreffect, 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) current or former directors or employees of Trellix working in the Business Seller or any other persons performing services for Trellix in the Business, (ii) former directors currently or former employees of Trellix working in the Business or any other persons formerly performing services for Trellix in the BusinessSeller, or (iii) and/or beneficiaries of anyone described in (i) or (ii) any such persons (collectively, "Business Employees") or with respect to which Trellix Seller or any "ERISA Affiliate" (hereby defined to include any trade or business, whether or not incorporated, other than TrellixSeller, 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 or and/or Section 414 of the Code as employees of a single employer which includes TrellixSeller) has or has had any obligation on behalf of any Business Employee. Except No Employee Benefit Plan is subject to Title IV of ERISA or is intended to qualify under Sections 401(a) or 501(c)(9) of the Code.
(b) Seller has delivered or made available to Purchaser, with respect to each Employee Benefit Plan, true and complete copies of the documents embodying and relating to the plan, including, without limitation, the current plan documents and documents creating any trust maintained pursuant thereto, all amendments, investment management agreements, administrative service contracts, group annuity contracts, insurance contracts, collective bargaining agreements, the most recent summary plan description with each summary of material modification, if any, and employee handbooks.
(c) Seller has no obligation to contribute to or provide benefits pursuant to, and has no other liability of any kind with respect to, (i) a "multiple employer welfare arrangement" (within the meaning of Section 3(40) of ERISA), (ii) a "plan maintained by more than one employer" (within the meaning of Section 413(c) of the Code), or (iii) a "multiemployer plan" (within the meaning of Section 3(37) of ERISA.
(d) Seller is not liable for, and neither Purchaser nor Seller will be 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 any ERISA Affiliate (including predecessors thereof) with regard to any Employee Benefit Plan maintained, sponsored or contributed to by an ERISA Affiliate (if a like definition of Employee Benefit Plan were applicable to the ERISA Affiliate in the same manner as disclosed it applies to Seller), including, without limitation, withdrawal liability arising under Title IV, Subtitle E, Part 1 of ERISA, liabilities to the PBGC, or liabilities under Section 412 of the Code or Section 302(a)(2) of ERISA.
(e) Seller, each ERISA Affiliate, each Employee Benefit Plan and each Employee Benefit Plan "sponsor" or "administrator" (within the meaning of Section 3(16) of ERISA) has complied in all respects with the applicable requirements of Section 4980B of the Code and Section 601 et seq. of ERISA (such statutory provisions and predecessors thereof are referred to herein collectively as "COBRA"). Schedule 4.21 lists the name of each Business Employee who has experienced a "Qualifying Event" (as defined in COBRA) with respect to an Employee Benefit Plan who is eligible for "Continuation Coverage" (as defined in COBRA) and whose maximum period for Continuation Coverage required by COBRA 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 4.21 also lists the name of each Business Employee who is on a leave of absence (whether or not pursuant to the Family and Medical Leave Act of 1993, as amended ("FMLA")) and is receiving or entitled to receive health coverage under an Employee Benefit Plan, whether pursuant to FMLA, COBRA or otherwise.
(f) With respect to each Employee Benefit Plan and except as otherwise set forth on Schedule 4.19 4.21 attached hereto:
(i) all payments required by the Employee Benefit Plan, any collective bargaining agreement or by law (including all contributions, insurance premiums, premiums due the PBGC or intercompany charges) with respect to all periods prior to and including the date hereof have been made;
(ii) there are no material violations of or failures to comply with ERISA and the Code with respect to the filing of applicable reports, documents, and notices regarding the Employee Benefit Plan with the DOL, the IRS, the PBGC or any other material benefits to which governmental authority, or any Business of the assets of the Employee is entitled Benefit Plan or for which Trellix has any obligation.related trust;
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Samples: Asset Purchase Agreement (Profit Recovery Group International Inc)
Benefit Plans and ERISA. (a) Employee Benefit Plans of Trellix. 4.17.1 Schedule 4.19 attached hereto sets forth 4.17 is 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 "all Employee Benefit Plans".
4.17.2 Neither the Seller, ENS nor any Plan Affiliates have, during the past six years, maintained, been obligated to contribute to, or incurred or created liability, including any potential liability, with respect to (i) that is currently in effect or, for an any Employee Benefit Plan that is or was subject to the provisions of 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 any multi-employer plan as defined under Section 3(37) of Trellix working in the Business or any other persons formerly performing services for Trellix in the BusinessERISA, or (iii) beneficiaries any Employee Welfare Benefit Plan or other plan or program that provides or promises to provide "welfare type" benefits to retirees or other terminated employees other than (a) benefits as required under COBRA or applicable state law, (b) benefits under insured plans maintained by Seller or ENS provided in the event an employee is disabled at the time of anyone described termination of the employee's employment with Seller or ENS, and (c) the conversion privileges provided under such insured plans.
4.17.3 All Employee Benefit Plans listed in Schedule 4.17 are in material compliance with all applicable laws including but not limited to applicable provisions of ERISA and the IRC.
4.17.4 Each of the Employee Benefit Plans listed in Schedule 4.17 which is intended to be "qualified" within the meaning of section 401(a) of the IRC and any trust maintained in connection with any of such Employee Benefit Plans which trust is intended to be so exempt under section 501(a) of the IRC has been determined by the Internal Revenue Service to be so qualified and exempt, as the case may be, and such determinations have not been modified, revoked or limited and nothing has occurred (ior failed to occur) or (ii) (collectively, "Business Employees") or with respect to which Trellix since the receipt of such determination letters that would adversely affect any such Employee Benefit Plan's qualification or any such trust's exempt status.
4.17.5 Seller, ENS, each Employee Benefit Plan and Employee Benefit Plan "ERISA Affiliatesponsor" or "administrator" (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 meaning of Section 4001(a)(143(16) of ERISA or Section 414 of the Code as employees of a single employer which includes TrellixERISA) has or has had any obligation on behalf complied in all respects with the applicable requirements of any Business Employee. Except as disclosed on Schedule 4.19 attached heretoCOBRA, there are no other material benefits except where such failure to which any Business Employee is entitled or for which Trellix has any obligationbe in compliance would not have a Material Adverse Effect.
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Benefit Plans and ERISA. (a) Employee Benefit Plans of Trellix. Schedule 4.19 attached hereto 4.22 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 practicespractice, 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 ERISAeffect, was maintained since December 31, 1996 1975 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) current or former directors or employees of Trellix working in the Business any Company or any other persons performing services for Trellix in the Business, (ii) former directors currently or former employees of Trellix working in the Business or any other persons formerly performing services for Trellix in the Businessany Company, or (iii) and/or beneficiaries of anyone described in (i) or (ii) any such persons (collectively, "Business Employees") or with respect to which Trellix any Company or any "ERISA Affiliate" (hereby defined to include any trade or business, whether or not incorporated, other than Trellixany 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 or and/or Section 414 of the Code as employees of a single employer which includes Trellixeach Company) has or has had any obligation on behalf of any Business Employee. Except as disclosed on Schedule 4.19 4.22 attached hereto, there are no other material benefits to which any Business Employee is entitled or for which Trellix any Company has any obligation.
(b) Each Company has delivered to Moovies, with respect to each Employee Benefit Plan, true and complete copies of (i) the documents embodying and relating to the plan, including, without limitation, the current plan documents and documents creating any trust maintained pursuant thereto, all amendments, investment management agreements, administrative service contracts, group annuity contracts, insurance contracts, collective bargaining agreements, the most recent summary plan description with each summary of material modification, if any, and employee handbooks, (ii) annual reports including but not limited to Forms 5500, 990 and 1041 for the last three (3) years for the plan and any related trust, (iii) actuarial valuation reports and financial statements for the last three years, and (iv) each communication involving the plan or any related trust to or from the Internal Revenue Service ("IRS"), Department of Labor ("DOL"), Pension Benefit Guaranty Corporation ("PBGC") or any other governmental authority including, without limitation, the most recent determination letter received from the IRS pertaining to any Employee Benefit Plan intended to qualify under Sections 401(a) or 501(c)(9) of the Code.
(c) No Company has any obligation to contribute to or provide benefits pursuant to, and has no other liability of any kind with respect to, (i) a "multiple employer welfare arrangement" (within the meaning of Section 3(40) of ERISA), or (ii) a "plan maintained by more than one employer" (within the meaning of Section 413(c) of the Code).
(d) Except as otherwise set forth on Schedule 4.22 attached hereto, no Company is liable for, and neither Moovies, Subsidiary nor any Company will be 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 any ERISA Affiliate (including predecessors thereof) with regard to any Employee Benefit Plan maintained, sponsored or contributed to by an ERISA Affiliate (if a like definition of Employee Benefit Plan were applicable to the ERISA Affiliate in the same manner as it applies to each Company), including, without limitation, withdrawal liability arising under Title IV, Subtitle E, Part 1 of ERISA, liabilities to the PBGC, or liabilities under Section 412 of the Code or Section 302(a)(2) of ERISA.
(e) Each Company, each ERISA Affiliate, each Employee Benefit Plan and each Employee Benefit Plan "sponsor" or "administrator" (within the meaning of Section 3(16) of ERISA) has complied in all respects with the applicable requirements of Section 4980B of the Code and Section 601 et seq. of ERISA (such statutory provisions and predecessors thereof are referred to herein collectively as "COBRA"). Schedule 4.22 lists the name of each Business Employee who has experienced a "Qualifying Event" (as defined in COBRA) with respect to an Employee Benefit Plan who is eligible for "Continuation Coverage" (as defined in COBRA) and whose maximum period for Continuation Coverage required by COBRA 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 4.22 also lists the name of each Business Employee who is on a leave of absence (whether or not pursuant to the Family and Medical Leave Act of 1993, as amended ("FAMLA") and is receiving or entitled to receive health coverage under an Employee Benefit Plan, whether pursuant to FAMLA, COBRA or otherwise.
(f) With respect to each Employee Benefit Plan and except as otherwise set forth on Schedule 4.22 attached hereto:
(i) all payments required by the Employee Benefit Plan, any collective bargaining agreement or by law (including all contributions, insurance premiums, premiums due the PBGC or intercompany charges) with respect to all periods through the date hereof have been made;
(ii) there are no violations of or failures to comply with ERISA and the Code with respect to the filing of applicable reports, documents, and notices regarding the Employee Benefit Plan with the DOL, the IRS, the PBGC or any other governmental authority, or any of the assets of the Employee Benefit Plan or any related trust;
(iii) no claim, lawsuit, arbitration or other action has been asserted or instituted or threatened in writing against the Employee Benefit Plan, any trustee or fiduciaries thereof, any Company or any ERISA Affiliate, any director, officer or employee thereof, or any of the assets of the Employee Benefit Plan or any related trust;
(iv) all amendments required to bring the Employee Benefit Plan into conformity with applicable law, including, without limitation, ERISA and the Code, have been timely adopted;
(v) the Employee Benefit Plan complies with and has been maintained and operated in accordance with its respective terms and the terms and the provisions of applicable law, including, without limitation, ERISA and the Code (including rules and regulations thereunder);
(vi) no "prohibited transaction" (within the meaning of Section 4975 of the Code and Section 406 of ERISA) has occurred or is expected to occur with respect to the Employee Benefit Plan (and the transactions contemplated by this Agreement will not constitute or directly or indirectly result in such a "prohibited transaction") which has subjected or could subject any Company, any ERISA Affiliate, Moovies, the Subsidiary or any officer, director or employee of any Company, any ERISA Affiliate, Moovies, the Subsidiary or the Employee Benefit Plan trustee, administrator or other fiduciary, to a tax or penalty on prohibited transactions imposed by either Section 502 of ERISA or Section 4975 of the Code or any other liability with respect thereto;
(vii) the Employee Benefit Plan is not under audit or investigation by the IRS or the DOL or any other governmental authority and no such completed audit, if any, has resulted in the imposition of any tax, interest or penalty;
(viii) if the Employee Benefit Plan purports to provide benefits which qualify for tax-favored treatment under Sections 79, 105, 106, 117, 120, 125, 127, 129 or 132 of the Code, the Employee Benefit Plan satisfies the requirements of said Section(s); and
(ix) the Employee Benefit Plan may be unilaterally amended or terminated on no more than 90 days notice.
(g) None of the Companies is subject to any liens, and excise or other taxes under ERISA, the Code or other applicable law relating to any Employee Benefit Plan; has not ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA; has not withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA; and has not ceased making contributions to any Employee Benefit Plan subject to 4064(a) of ERISA to which any Company or any ERISA Affiliate made contributions at any time during the six (6) years prior to the date hereof.
(h) The consummation of the transactions contemplated by this Agreement will not give rise to any liability for any employee benefits, including, without limitation, liability for severance pay, unemployment compensation, termination pay or withdrawal liability, or accelerate the time of payment or vesting or increase the amount of compensation or benefits due to any Business Employee.
(i) Except as set forth on Schedule 4.22, no Employee Benefit Plan in any way provides for any benefits of any kind whatsoever (other than under COBRA, the Federal Social Security Act or any Employee Benefit Plan qualified under Section 401(a) of the Code) to any Business Employee who, at the time the benefit is to be provided, is a former director or employee of, or other provider of services to, any Company or an ERISA Affiliate (or a beneficiary of any such person), or any other Business Employee, nor have any representations, agreements, covenants or commitments been made to provide such benefits.
(j) Since December 31, 1995 and through the date hereof, except as set forth on Schedule 4.22, neither any Company nor any ERISA Affiliate has, nor will it, (i) institute or agree to institute any new employee benefit plan or practice, (ii) make or agree to make any change in any Employee Benefit Plan, (iii) make or agree to make any increase in the compensation payable or to become payable by any Company or any ERISA Affiliate to any Business Employee, or (iv) except pursuant to this Agreement and except for contributions required to provide benefits pursuant to the provisions of the Employee Benefit Plans, pay or accrue or agree to pay or accrue any bonus, percentage of compensation, or other like benefit to, or for the credit of, any Business Employee.
(k) Any contribution, insurance premium, excise tax, interest charge or other liability or charge imposed or required with respect to any Employee Benefit Plan which is attributable to any period or any portion of any period prior to the Closing shall be reflected as a liability on the Historical Financials, Audited Financials or Interim Financials, as appropriate.
(l) Attached hereto as a part of Schedule 4.22 is a true, correct and complete list by employee of the number of days and amount of accrued unpaid vacation and sick pay for each employee of the Companies ("Accrued Vacation Obligations").
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Benefit Plans and ERISA. (a) Employee Benefit Plans of Trellix. The Disclosure 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 ERISAcurrently in effect, was maintained since December 31, 1996 1991 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") Employees or with respect to which Trellix Seller 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 the Disclosure Schedule 4.19 attached hereto, there are no other material benefits to which any Business Employee is entitled or for which Trellix Seller has any obligation.
(b) Seller has delivered to PRGI, with respect to each Employee Benefit Plan, true and complete copies of (i) the documents embodying and relating to the plan, including, without limitation, the current plan documents and documents creating any trust maintained pursuant thereto, all amendments, investment management agreements, administrative service contracts, group annuity contracts, insurance contracts, collective bargaining agreements, the most recent summary plan description with each summary of material modification, if any, and employee handbooks, (ii) annual reports including but not limited to Forms 5500, 990 and 1041 for the last three years for the plan and any related trust, (iii) actuarial valuation reports and financial statements for the last three years, and (iv) each communication involving the plan or any related trust to or from the IRS, DOL, PBGC or any other governmental authority including, without limitation, the most recent determination letter received from the IRS pertaining to any Employee Benefit Plan intended to qualify under Sections 401(a) or 501(c)(9) of the Code.
(c) Seller has no obligation to contribute to or provide benefits pursuant to, and has no other liability of any kind with respect to, (i) a "multiple employer welfare arrangement" (within the meaning of Section 3(40) of ERISA), or (ii) a "plan maintained by more than one employer" (within the meaning of Section 413(c) of the Code).
(d) Seller is not liable for, and neither PRGI nor Seller will be 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 any ERISA Affiliate (including predecessors thereof) with regard to any Employee Benefit Plan maintained, sponsored or contributed to by an ERISA Affiliate (if a like definition of Employee Benefit Plan were applicable to the ERISA Affiliate in the same manner as it applies to Seller), including, without limitation, withdrawal liability arising under Title IV, Subtitle E, Part 1 of ERISA, liabilities to the PBGC, or liabilities under Section 412 of the Code or Section 302(a)(2) of ERISA.
(e) Seller, each ERISA Affiliate, each Employee Benefit Plan and each Employee Benefit Plan "sponsor" or "administrator" (within the meaning of Section 3(16) of ERISA) has complied in all respects with the applicable requirements of Section 4980B of the Code and Section 601 et seq. of ERISA (such statutory provisions and predecessors thereof are referred to herein collectively as "COBRA"). The Disclosure Schedule lists the name of each Business Employee who has experienced a "Qualifying Event" (as defined in COBRA) with respect to an Employee Benefit Plan who is eligible for "Continuation Coverage" (as defined in COBRA) and whose maximum period for Continuation Coverage required by COBRA has not expired. Included in such list are the current address for each such individual, the date and type of each
Appears in 1 contract
Samples: Representations, Covenants and Indemnification Agreement (Profit Recovery Group International Inc)
Benefit Plans and ERISA. (a) Employee Benefit Plans of Trellix. Schedule 4.19 attached hereto 4.22 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, ERISA (as amended ("ERISA"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 practicespractice, 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 ERISAeffect, was maintained since December 31, 1996 1993 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 Seller working in the Business or any other persons performing services for Trellix Seller in the Business, (ii) former directors or former employees of Trellix Seller working in the Business or any other persons formerly performing services for Trellix Seller in the Business, or and/or (iii) beneficiaries of anyone described in (i) or (ii) (collectively, "Business Employees") or with respect to which Trellix Seller or any "ERISA Affiliate" (hereby defined to include any trade or business, whether or not incorporated, other than TrellixSeller, 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 or and/or Section 414 of the Code (as defined in Section 2.2 hereof) as employees of a single employer which includes TrellixSeller) has or has had any obligation on behalf of any Business Employee. Except as disclosed on Schedule 4.19 4.22 attached hereto, there are no other material benefits to which any Business Employee is entitled.
(b) Except as set forth in Schedule 4.22, each Employee Benefit Plan is in compliance with the provisions of ERISA and the provisions of the Code, applicable to it. Except as set forth in Schedule 4.22, Seller has not maintained or contributed to any plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code during its last six (6) fiscal years, and each plan maintained by an ERISA Affiliate which is subject to Title IV of ERISA or Section 412 of the Code is fully accrued and funded in compliance with ERISA and the Code as of the Effective Date, and if any such plan or plans were terminated as of the Effective Date, the termination would satisfy the minimum funding requirements of ERISA and the Code. All Employee Benefit Plans which are "pension plans" as defined in Section 3(2) of ERISA have received favorable determination letters from the Internal Revenue Service as to their tax-qualified status and the tax-exempt status of any related trust under Sections 401(a) and 501 of the Code, respectively, which determinations are currently in effect.
(c) PRGUSA shall not, as a result of the transactions contemplated by this Agreement (or any employment by PRGUSA of Business 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 Seller or any ERISA Affiliate (including predecessors thereof) with regard to any Employee Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by an ERISA Affiliate (including predecessors thereof) (assuming a like definition of "Employee Benefit Plan" were applicable to ERISA Affiliates as to those same types of agreements, policies, trusts, funds and arrangements sponsored, maintained or contributed to by them) (each such plan for an ERISA Affiliate, an "ERISA Affiliate Employee Benefit Plan"), including withdrawal liability arising under Title IV, Subtitle E, Part 1 of ERISA, liabilities to the PBGC, or liabilities under Section 412 of the Code or Section 302(a)(2) of ERISA, or (ii) be or become a party to any Employee Benefit Plan or any ERISA Affiliate Employee Benefit Plan.
(d) Each Seller, each ERISA Affiliate, each Employee Benefit Plan and each Employee Benefit Plan "sponsor" or "administrator" (within the meaning of Section 3(16) of ERISA) has complied in all respects with the applicable requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (such statutory provisions and predecessors thereof are referred to herein collectively as "COBRA"). Schedule 4.22 attached hereto lists the name of each Business Employee who has experienced a "Qualifying Event" (as defined in COBRA) with respect to an Employee Benefit Plan who 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 4.22 attached hereto also lists the name of each Business Employee who is on a leave of absence (whether or not pursuant to the Family and Medical Leave Act of 1993, as amended ("FMLA")) and is receiving or is entitled to receive health coverage under an Employee Benefit Plan, whether pursuant to FMLA, COBRA or otherwise.
(e) Attached hereto as a part of Schedule 4.22 is a true, correct and complete list by employee of the number of days and amount of accrued unpaid vacation and sick pay for which Trellix each employee of Seller.
(f) Seller has any obligationno liability to Business Employees upon termination of employment for unused and/or accrued sick pay.
Appears in 1 contract
Benefit Plans and ERISA. (a) Employee Benefit Plans of Trellixthe Company. 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 the Company working in the Business or any other persons performing services for Trellix the Company in the Business, (ii) former directors or former employees of Trellix the Company working in the Business or any other persons formerly performing services for Trellix the Company in the Business, or (iii) beneficiaries of anyone described in (i) or (ii) (collectively, "Business Employees") or with respect to which Trellix the Company or any "ERISA Affiliate" (hereby defined to include any trade or business, whether or not incorporated, other than Trellixthe 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 or Section 414 of the Code as employees of a single employer which includes Trellixthe Company) 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 the Company has any obligation.
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Benefit Plans and ERISA. (ai) Employee Benefit Plans of Trellix. Schedule 4.19 7O 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 practicespractice, 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 or, for an Employee Benefit Plan that is or was subject to Title IV of ERISAeffect, was maintained since December 31January 1, 1996 2022, 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 the Agency working solely 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 the Agency or any "“ERISA Affiliate" ” (hereby defined to include any trade or business, whether or not incorporated, other than Trellixthe Agency, which has or had 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 or and/or Section 414 of the Code as employees of a single employer which includes Trellixthe 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 well as accurate summary plan descriptions.
(ii) Each Employee Benefit Plan complies with the provisions of ERISA and the provisions of the Code applicable to it in all material respects. Neither the Agency nor any ERISA Affiliate has maintained or contributed to any plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code during its last six (6) fiscal years. All Employee Benefit Plans which are “pension plans” as defined in Section 3(2) of ERISA have received favorable determination letters from the Internal Revenue Service as to their tax-qualified status and the tax-exempt status of any related trust under Sections 401(a) and 501 of the Code, respectively, which determinations are currently in effect.
(iii) Neither the Agency nor any ERISA Affiliate maintains or contributes to, is required to maintain or contribute to, or, since January 1, 2022, has maintained or contributed to, a “multiemployer plan” (as defined by Section 4001(a)(3) of ERISA).
(iv) To the extent applicable, the Agency, each ERISA Affiliate, each Employee Benefit Plan and each Employee Benefit Plan “sponsor” or “administrator” (within the meaning of Section 3(16) of ERISA) has complied in all material respects with the applicable requirements of COBRA. No Business Employee has experienced a “Qualifying Event” (as defined in COBRA) with respect to an Employee Benefit Plan that makes him or her eligible for “Continuation Coverage” (as defined in COBRA) and whose maximum period for Continuation Coverage has not expired. There is no Business Employee who is on Schedule 4.19 attached heretoa leave of absence and is receiving or entitled to receive health coverage under an Employee Benefit Plan, there are no other material whether pursuant to COBRA or otherwise.
(v) The consummation of the transactions contemplated by this Agreement will not give rise to any liability of the Buyer for any employee benefits, including, without limitation, liability for severance pay, unemployment compensation, termination pay, or withdrawal liability, or accelerate the time of payment or vesting or increase the amount of compensation or benefits due from the Buyer to which any Business Employee.
(vi) From January 1, 2022 through the Closing Date, other than compensation increases in the ordinary course of business, neither the Agency nor any ERISA Affiliate has (a) instituted or agreed to institute any new employee benefit plan or practice, (b) made or agreed to make any change in any Employee is entitled Benefit Plan, (c) made or agreed to make any increase in the compensation payable or to become payable by the Agency or any ERISA Affiliate to any Business Employee, or (d) except pursuant to this Agreement and except for contributions required to provide benefits pursuant to the provisions of the Employee Benefit Plans, paid or accrued or agreed to pay or accrue any bonus, percentage of compensation, or other like benefit to, or for which Trellix has the credit of, any obligationBusiness Employee.
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Samples: Asset Purchase Agreement (CB Financial Services, Inc.)
Benefit Plans and ERISA. (a) Employee Benefit Plans of Trellix. Schedule 4.19 3.20 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 practicespractice, 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 ERISAeffect, was maintained since December 31, 1996 1994 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 Seller working in the Seller's Business or any other persons performing services for Trellix Seller in the Business, (ii) former directors or former employees of Trellix Seller working in the Seller's Business or any other persons formerly performing services for Trellix Seller in the Seller's Business, or and/or (iii) beneficiaries of anyone described in (i) or (ii) (collectively, "Business Employees") or with respect to which Trellix Seller or any "ERISA Affiliate" (hereby defined to include any trade or business, whether or not incorporated, other than TrellixSeller, 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 or and/or Section 414 of the Code as employees of a single employer which includes TrellixSeller) has or has had any obligation on behalf of any Business Employee. Except as disclosed on Schedule 4.19 3.20 attached hereto, there are no other material benefits to which any Business Employee is entitled.
(b) Except as set forth in Schedule 3.20, each Employee Benefit Plan is in compliance with the provisions of ERISA and the provisions of the Internal Revenue Code of 1986, as amended (the "Code"), applicable to it. Except as set forth in Schedule 3.20, Seller has not maintained or contributed to any plan subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code during its last six (6) fiscal years, and each plan maintained by an ERISA Affiliate which is subject to Title IV of ERISA or Section 412 of the Code is fully accrued and funded in compliance with ERISA and the Code as of the Closing Date, and if any such plan or plans were terminated as of the Closing Date, the termination would satisfy the minimum funding requirements of ERISA and the Code. All Employee Benefit Plans which are "pension plans" as defined in Section 3(2) of ERISA have received favorable determination letters from the Internal Revenue Service as to their tax-qualified status and the tax-exempt status of any related trust under Sections 401(a) and 501 of the Code, respectively, which determinations are currently in effect.
(c) Except as set forth in Schedule 3.20, neither Seller nor any ERISA Affiliate maintains or contributes to, is required to maintain or contribute to, or, since December 31, 1975, has maintained or contributed to, a "multiemployer plan" (as defined by Section 4001(a)(3) of ERISA).
(d) Purchaser shall not, as a result of the transactions contemplated by this Agreement (or any employment by Purchaser of Business 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 Seller or any ERISA Affiliate (including predecessors thereof) with regard to any Employee Benefit Plan or any Employee Benefit Plan sponsored, maintained or contributed to by an ERISA Affiliate (including predecessors thereof) (assuming a like definition of "Employee Benefit Plan" were applicable to ERISA Affiliates as to those same types of agreements, policies, trusts, funds and arrangements sponsored, maintained or contributed to by them) (each such plan for an ERISA Affiliate, an "ERISA Affiliate Employee Benefit Plan"), including, without limitation withdrawal liability arising under Title IV, Subtitle E, Part 1 of ERISA, liabilities to the PBGC, or liabilities under Section 412 of the Code or Section 302(a)(2) of ERISA, or (ii) be or become a party to any Employee Benefit Plan or any ERISA Affiliate Employee Benefit Plan.
(e) No ERISA Affiliate and none of the Purchased Assets is subject to any lien arising under ERISA or the Code, including, but not limited to, a lien arising pursuant to Title IV of ERISA or Section 412 of the Code or a lien arising as a result of any tax imposed by Chapter 43 of Subtitle D of the Code. Neither Seller nor any ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA.
(f) Seller, each ERISA Affiliate, each Employee Benefit Plan and each Employee Benefit Plan "sponsor" or "administrator" (within the meaning of Section 3(16) of ERISA) has complied in all respects with the applicable requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (such statutory provisions and predecessors thereof are referred to herein collectively as "COBRA"). Schedule 3.20 attached hereto lists the name of each Business Employee who has experienced a "Qualifying Event" (as defined in COBRA) with respect to an Employee Benefit Plan and who is thereby 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 3.20 attached hereto also lists the name of each Business Employee who is on a leave of absence (whether or not pursuant to the Family and Medical Leave Act of 1993, as amended ("FMLA")) and is receiving or entitled to receive health coverage under an Employee Benefit Plan, whether pursuant to FMLA, COBRA or otherwise.
(g) The consummation of the transactions contemplated by this Agreement will not give rise to any liability of Purchaser for any employee benefits, including, without limitation, liability for severance pay, unemployment compensation, termination pay or withdrawal liability, or accelerate the time of payment or vesting or increase the amount of compensation or benefits due from Purchaser to any Business Employee.
(h) From December 31, 1999 and through the date hereof, except as set forth on Schedule 3.20, other than compensation increases in the ordinary course of business, neither Seller nor any ERISA Affiliate has, nor from the date hereof to the Drape Business Closing will it have, (i) instituted or agreed to institute any new employee benefit plan or practice, (ii) made or agreed to make any change in any Employee Benefit Plan, (iii) made or agreed to make any increase in the compensation payable or to become payable by Seller or any ERISA Affiliate to any Business Employee, or (iv) except pursuant to this Agreement and except for contributions required to provide benefits pursuant to the provisions of the Employee Benefit Plans, paid or accrued or agreed to pay or accrue any bonus, percentage of compensation, or other like benefit to, or for which Trellix has the credit of, any obligationBusiness Employee.
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