BENEFIT PLANS AND UNION CONTRACTS. (i) Disclosure Schedule 3.6(e) includes a complete list as of the date hereof, and includes complete copies (or, in the case of oral arrangements, descriptions) of, all employee benefit plans and agreements (written or oral) currently maintained or contributed to by the Company or a Subsidiary, including employment agreements and any other agreements containing "golden parachute" provisions, retirement plans, welfare benefit plans and deferred compensation agreements, together with copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby as of the date hereof. Except for the employee benefit plans described on Disclosure Schedule 3.6(e), neither the Company nor any Subsidiary has any other pension, retirement, welfare, profit sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plans or arrangements with any party. Except as disclosed on Disclosure Schedule 3.6(e), all employee benefit plans listed on such Disclosure Schedule are fully funded and in substantial compliance with all applicable federal, state and local statutes, ordinances and regulations. All such plans that are intended to qualify under Section 401(a) of the Code have been determined by the Internal Revenue Service to be so qualified, and copies of such determination letters are included as part of Disclosure Schedule 3.6(e). Except as disclosed on such Disclosure Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof are included as part of Disclosure Schedule 3.6(e). All employee benefit plans listed on such Disclosure Schedule have been operated in accordance with the terms and provisions of the plan documents and all related documents and policies. Neither the Company nor any Subsidiary has incurred any liability for excise tax or penalty due to the Internal Revenue Service or U.S. Department of Labor or any liability to the Pension Benefit Guaranty Corporation for any employee benefit plan, nor have the Company, any Subsidiary, party-in-interest or disqualified person, engaged in any transaction or other activity which would give rise to such liability. No employee pension benefit plan is under funded on a termination basis as of the date hereof. No material "reportable...
BENEFIT PLANS AND UNION CONTRACTS. (a) Schedule 3.17(a) is a complete list as of the Closing Date, and includes complete copies (or, in the case of oral arrangements, descriptions), of all employee benefit plans and agreements (written or oral) currently maintained or contributed to by the Corporation, including employment agreements and any other agreements containing "golden parachute" provisions, retirement plans, welfare benefit plans and deferred compensation agreements, together with copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby as of the Closing Date. Except for the employee benefit plans described on Schedule 3.17(a), the Corporation has no other pension, retirement, welfare, profit sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plans or arrangements with any party. Except as disclosed on Schedule 3.17(a), all employee benefit plans listed on Schedule 3.17
(a) are fully funded and in substantial compliance with all applicable federal, state and local statutes, ordinances and regulations. All such plans that are intended to qualify under Section 401(a) of the Internal Revenue Code have been determined by the Internal Revenue Service to be so qualified, and copies of such determination letters are included as part of Schedule 3.17(a). Except as disclosed on Schedule 3.17(a), all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof are included as part of Schedule 3.17(a). All employee benefit plans listed on such Schedule have been operated in accordance with the terms and provisions of the plan documents and all related documents and policies. The Corporation has not incurred any liability for excise tax or penalty due to the Internal Revenue Service or U.S. Department of Labor nor any liability to the Pension Benefit Guaranty Corporation for any employee benefit plan, and neither the Corporation, nor a party-in-interest or disqualified person, has engaged in any transaction or other activity which would give rise to such liability. The Corporation has not participated in or made contributions to any "multi-employer plan" as defined in the Employee Retirement Income Security Act of 1974 ("ERISA"), nor would the Corporation or any affiliate be subject to any withd...
BENEFIT PLANS AND UNION CONTRACTS. (a) Schedule 3.17(a) is a complete list as of the Closing Date, and includes complete copies (or, in the case of oral arrangements, descriptions), of all employee benefit plans and agreements (written or oral) currently maintained or contributed to by the Corporation, including employment agreements and any other agreements containing "GOLDEN PARACHUTE" provisions, retirement plans, welfare benefit plans and deferred compensation agreements, together with copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby as of the Closing Date. Except for the employee benefit plans described on Schedule 3.17(a), the Corporation has no other pension, retirement, welfare, profit sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plans or arrangements with any party. Except as disclosed on Schedule 3.17(a), all employee benefit plans listed on Schedule 3.17
BENEFIT PLANS AND UNION CONTRACTS. (a) Schedule 3.17(a) is a complete list as of the Signing Date, and includes complete copies, of all employee benefit plans and agreements currently maintained or contributed to by the Corporation, including employment agreements and any other agreements containing "golden parachute" provisions, retirement plans, welfare benefit plans and deferred compensation agreements, together with copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby as of the Signing Date. Except for the employee benefit plans described on Schedule 3.17(a), the Corporation has no other pension, profit sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plans or arrangements with any party. Except as disclosed on Schedule 3.17(a), all employee benefit plans listed on Schedule 3.17
(a) are and shall be fully funded and in substantial compliance with all applicable federal, state and local statutes, ordinances and regulations. All such plans that are intended to qualify under Section 401(a) of the Internal Revenue Code have been determined by the Internal Revenue Service to be so qualified, and copies of such determination letters are included as part of Schedule 3.17(a). Except as disclosed on Schedule 3.17(a), all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof are included as part of Schedule
BENEFIT PLANS AND UNION CONTRACTS. (a) Except for the health care insurance provided to employees pursuant to a health plan included as Schedule 3.14(a), the Seller has no employee benefit plans relating to the Business, including employment agreements and any other agreements containing "golden parachute" provisions, retirement plans, welfare benefit plans and deferred compensation agreements.
(b) There are no union contracts and agreements between the Seller and any collective bargaining group relating to the Business. In the operation of the Business, the Seller is in compliance in all material respects with all applicable federal, state and local laws respecting employment and employment practices, terms and conditions of employment, wages and hours, and nondiscrimination in employment, and is not engaged in any unfair labor practice. There is no charge pending nor, to the Seller's or the Shareholder's knowledge, is there any charge threatened against the Seller relating to the Business before any court or agency and alleging unlawful discrimination in employment practices. There is no charge of or proceeding with regard to any unfair labor practice relating to the Business that is pending before the National Labor Relations Board.
BENEFIT PLANS AND UNION CONTRACTS. (a) Schedule 3.17(a) is a complete list as of the Closing Date, and includes complete copies (or, in the case of oral arrangements, descriptions), of 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) and any other plans, policies, programs, practices, agreements, understandings or arrangements (written or oral) providing compensation or other benefits to any current or former director, officer, employee or independent contractor (or to any dependent or beneficiary thereof) of the Corporation or any ERISA Affiliate (as defined below), which are currently, or were within the past six years, maintained, sponsored or contributed to by the Corporation or any ERISA Affiliate, or under which the Corporation or any ERISA Affiliate has any obligation or liability, whether actual or contingent, including without limitation, all employment, retention, severance and change in control agreements, any agreements containing “golden parachute” provisions, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation, incentive, bonus, retirement, welfare benefit, vacation, holiday, cafeteria, medical, disability and deferred compensation plans, policies, programs, practices, agreements, understandings or arrangements (each, a “Benefit Plan”), together with complete copies of such Benefit Plans, any summaries and summary plan descriptions thereof (including any summary of material modifications), any trust agreements, insurance contracts or other funding vehicles related thereto, and classifications of employees covered thereby as of the Closing Date. For purposes of this Section 3.17, “ERISA Affiliate” shall mean any entity (whether or not incorporated) other than the Corporation that, together with the Corporation, is considered under common control and treated as one employer under Section 414(b), (c), (m) or (o) of the Code. Except for the Benefit Plans described on Schedule 3.17(a), the Corporation has no other pension, retirement, welfare, profit sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plans or arrangements with any party. All Benefit Plans are fully funded and have been operated in compliance with all applicable federal, state and local statutes, ordinances and regulations, including ERISA and the Code. With respect to the Benefit Plans, no ...
BENEFIT PLANS AND UNION CONTRACTS. (a) Schedule 3.17(a) is a complete list as of the Signing Date, and includes copies (or, in the case of oral arrangements, descriptions) of, all employee benefit plans and agreements (written or oral) currently maintained or contributed to by each of the Corporations (other than union contracts and agreements between a Corporation and any collective bargaining group ("Union Contracts")), including employment agreements and any other agreements containing "golden parachute" provisions, retirement and welfare benefit plans (including those provided for in or pursuant to all Union Contracts) and deferred compensation agreements, together with copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby as of the Signing Date. Except for the employee benefit plans described on Schedule 3.17(a), none of the Corporations has any other pension, retirement, welfare, profit sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plans or arrangements with any party other than those arising under a Union Contract. Except as disclosed on Schedule 3.17(a), all employee benefit plans listed on Schedule 3.17
(a) are fully funded and in substantial compliance with all applicable federal, state and local statutes, ordinances and regulations. Except as disclosed on Schedule 3.17(a), all such plans that are intended to qualify under Section 401(a) of the Code have been determined by the Internal Revenue Service to be so qualified, and copies of such determination letters are included as part of Schedule 3.17(a). Except as disclosed on Schedule 3.17(a), all reports and other documents required to be filed with any governmental agency or
BENEFIT PLANS AND UNION CONTRACTS. (a) Schedule 3.14(a) is a complete list as of the Closing Date, and includes complete copies, of all employee benefit plans and agreements currently maintained or contributed to by Seller relating to the Business, including employment agreements and any other agreements containing "golden parachute" provisions, retirement plans, welfare benefit plans and deferred compensation agreements, together with copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby as of the Closing Date. Except for the employee benefit plans described on Schedule 3.14(a), Seller has no other pension, profit sharing, deferred compensation, or other employee benefit plans or arrangements with any party. Except as disclosed on Schedule 3.14(a), all employee benefit plans listed on Schedule 3.14
(a) are fully funded and in substantial compliance with all applicable federal, state and local statutes, ordinances and regulations. All such plans that are intended to qualify under Section 401(a) of the Internal Revenue Code have been determined by the Internal Revenue Service to be so qualified, and copies of such determination letters are included as part of Schedule 3.14(a). All reports and other documents required to be filed with
BENEFIT PLANS AND UNION CONTRACTS. 16 3.18 Taxes.......................................................................18 3.19
BENEFIT PLANS AND UNION CONTRACTS. (a) Schedule 3.17(a) is a complete list as of the Signing Date, and includes copies (or, in the case of oral arrangements, descriptions) of, all employee benefit plans and agreements (written or oral) currently maintained or contributed to by each of the Corporations (other than union contracts and agreements between a Corporation and any collective bargaining group ("UNION CONTRACTS")), including employment agreements and any other agreements containing "GOLDEN PARACHUTE" provisions, retirement and welfare benefit plans (including those provided for in or pursuant to all Union Contracts) and deferred compensation agreements, together with copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby as of the Signing Date. Except for the employee benefit plans described on Schedule 3.17(a), none of the Corporations has any other pension, retirement, welfare, profit sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plans or arrangements with any party other than those arising under a Union Contract. Except as disclosed on Schedule 3.17(a), all employee benefit plans listed on Schedule 3.17
