Benefit Plans; Employees. (a) Section 3.13(a) of the Company Disclosure Schedule sets forth a true and complete list of each material “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other material compensation, bonus, pension, profit sharing, deferred compensation, unit ownership, unit purchase, unit option, phantom unit, retirement, employment, change-in-control, welfare, fringe benefit, collective bargaining, severance, disability, death benefit, hospitalization and medical plan, program, policy, agreement and arrangement maintained or contributed to (or required to be contributed to) for the benefit of any Company Employee as of the date hereof and with respect to which the Company or Xxxxx XX would reasonably be expected to have direct or contingent liability, other than (i) any collective bargaining agreement or any multiemployer plan (as defined in section 3(37) of ERISA) or (ii) any plan, program, policy, agreement and arrangement required by Applicable Law (the “Company Benefit Plans”). The Company has delivered to Purchaser copies of each Company Benefit Plan and any amendments thereto. Each Company Benefit Plan which is intended to comply with Section 401(a) of the Code and each trust related thereto is qualified and exempt within the meaning of Sections 401 and 501 of the Code, respectively, and a determination, opinion or advisory letter has been received or applied for from the Internal Revenue Service with respect to each such Company Benefit Plan stating that such Company Benefit Plan and its related trust are qualified and exempt within the meaning of Sections 401 and 501 of the Code, respectively, and the Company has delivered to Purchaser a copy of each such determination, opinion or advisory letter.
Benefit Plans; Employees. (a) Other than the Company Equity Incentive Plan and the Company Private Placement Plan, Company and the Company Subsidiaries do not maintain, sponsor, contribute to or have any liability (whether actual or contingent) with respect to, and have never maintained, sponsored, contributed to or had any liability (whether actual or contingent) with respect to, any Benefit Plan. Neither Company nor any Company Subsidiary has any contract, plan or commitment, whether or not legally binding, to adopt or sponsor any Benefit Plan (other than the Company Equity Incentive Plan and the Company Private Placement Plan).
Benefit Plans; Employees. (a) Section 4.13(a) of the Seller Disclosure Letter lists all material Employee Benefit Plans. For purposes of this Agreement, “
Benefit Plans; Employees. (a) The Company does not have, and has not had, any “employee benefit plan” within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA) or any written or unwritten bonus, deferred compensation, incentive compensation, vacation, sick leave, stock purchase, stock option, stock appreciation right or other equity-based incentive (including phantom equity), severance, termination, change in control, retention, employment, consulting, hospitalization or other medical, life or insurance, disability, other welfare, scholarship or tuition reimbursement, fringe benefit, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement, payroll practice, commitment or arrangement, or any other Employee compensation or benefit plan, program, agreement, payroll practice, commitment or arrangement, sponsored, maintained or contributed to by either the Company or by any trade or business, whether or not incorporated, that together with the Company would be deemed a “single employer” under Section 414 of the Code (an “ERISA Affiliate”) for the benefit of any current or former Employee or current or former director of the Company or any ERISA Affiliate or with respect to which the Company has or could reasonably be expected to have any liability (the “Plans”). A list of the current Employees of the Company as of the date of this Agreement is set forth on Schedule 4.17.
Benefit Plans; Employees. (a) Except as set forth in Section 4.13(a) of the Xxxx Disclosure Letter, Xxxx and the Xxxx Subsidiaries do not maintain, sponsor, contribute to or have any liability (whether actual or contingent) with respect to, and have never maintained, sponsored, contributed to or had any liability (whether actual or contingent) with respect to, any Benefit Plan. Neither Xxxx nor any Xxxx Subsidiary has any contract, plan or commitment, whether or not legally binding, to adopt or sponsor any Benefit Plan.
Benefit Plans; Employees. (a) Schedule 3.17(a) of the Partnership Disclosure Schedule contains a true and complete list of each material “employee benefit plan” within the meaning of Section 3(3) of ERISA and each material bonus, deferred compensation, incentive compensation, stock purchase, stock option, stock appreciation right or other equity-based incentive, severance, termination, change in control, retention, employment, hospitalization or other medical, life or insurance, disability, other welfare, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement (including employment agreements between any Group Entity and any of the top 25 employees and officers of the Group Entities, based on aggregate compensation for the year ended December 31, 2011), and each other material employee compensation or benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to by the Group Entities for the benefit of any current or former employee, officer or director of the Group Entities and with respect to which the Group Entities have or could have any liability (the “Plans”).
Benefit Plans; Employees. (a) Section 5.13(a) of the Parent Disclosure Letter sets forth, as of the date of this Agreement, a list of material Benefit Plans maintained, contributed to, or participated in for the benefit of or relating to any current employee, officer, or trustee of Parent and the Parent Subsidiaries (“Parent Benefit Plans”), excluding former agreements under which neither Parent nor any Parent Subsidiary has any remaining obligations and any of the foregoing that are required to be maintained by Parent or any Parent Subsidiary under the Laws of any jurisdiction. Parent has made available to Company a copy of the plan documents governing each such Parent Benefit Plan.
Benefit Plans; Employees. (a) Section 3.13(a) of the Disclosure Schedule sets forth a true, correct and complete list of each employee benefit plan that the Company or any of its ERISA Affiliates maintains, or to which the Company or any of its ERISA Affiliates contributes or has an obligation to contribute, or with respect to which the Company or any of its ERISA Affiliates otherwise has or may have any Liability (each, a “Company Employee Plan” and, collectively, the “Company Employee Plans”), in each case for the benefit of any current or former employee, independent contractor, consultant, or director of the Company or any of its Subsidiaries (each, a “Company Employee”). No Company Employee Plan is maintained outside the United States.
Benefit Plans; Employees. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on CBTX, each CBTX Benefit Plan has been established, operated, maintained and administered in accordance with its terms and the requirements of all applicable laws, including ERISA and the Code. For purposes of this Agreement, the term “
Benefit Plans; Employees. (a) Except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on Allegiance, each Allegiance Benefit Plan has been established, operated, maintained and administered in accordance with its terms and the requirements of all applicable laws, including ERISA and the Code. For purposes of this Agreement, the term “
