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 each material Benefit Plan (i) maintained, sponsored, contributed to, required to be contributed to or participated in by Parent or any of the Parent Subsidiaries or with respect to which Parent or any of the Parent Subsidiaries is a party for the benefit of or relating to any current or former director, trustee, employee, or other individual service provider of Parent and the Parent Subsidiaries or (ii) with respect to which Parent or any of the Parent Subsidiaries has or may have any material obligation or liability (contingent or otherwise and including as a result of being an ERISA Affiliate with any person) (“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 provided or made available to Company a copy of the material plan documents governing each such Parent Benefit Plan.
(b) None of Parent, any Parent Subsidiary or any of their respective ERISA Affiliates maintains, sponsors, contributes to, is required to contribute to or participates in, or has ever maintained, sponsored, contributed to, been required to contribute to or participated in, or otherwise has any obligation or liability in connection with: (i) a “pension plan” under Section 3(2) of ERISA that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA), (iii) a “multiple employer welfare arrangement” (as defined in Section 3(40) of ERISA), or (iv) a “multiple employer plan” (as defined in Section 413(c) of the Code). None of Parent, any Parent Subsidiary or any of their respective ERISA Affiliates have incurred, nor are there any circumstances under which they could reasonably incur, any liability or obligations under Title IV of ERISA. Except as set forth in Section 5.13(b) of the Parent Disclosure Letter, none of Parent, any Parent Subsidiary or any of their respective ERISA Affiliates have any liability or obligation to provide post-termination or retiree life insurance, post-termination or retiree health benefits or other post-termination or retiree employee welfare benefits to any person for any reason (or to any such person’s eligible dependents), other than cover...
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.
(b) Each Company Benefit Plan (i) complies with all applicable requirements of ERISA and the Code, and is operated in material compliance with its terms; (ii) is and has been operated in such a manner as to qualify, where appropriate, for both federal and state purposes, for income tax exclusions to its participants, tax exempt income for its funding vehicle, and the allowance of deductions with respect to contributions thereto; (iii) that is intended to be qualified under Section 401(a) of the Code has received a determination from the Internal Revenue Service that such Company Benefit Plan is so qualified, and to the Knowledge of the Selling Parties, nothing has occurred since...
Benefit Plans; Employees. (a) SECTION 3.12(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all Company Benefit Plans. To the extent applicable with respect to each Company Benefit Plan, true, correct and complete copies of the most recent documents described below have been made available to Parent: (i) all plan documents and amendments thereto (or, in the case of unwritten plans, a written description thereof) and any written policies and/or procedures used in plan administration; (ii) current summary plan descriptions and any summaries of material modifications; (iii) IRS determination letter and any outstanding request for a determination letter; (iv) Form 5500 for the three (3) most recent plan years, including without limitation all schedules thereto, all financial statements with attached opinions of independent accountants, and all actuarial reports; (v) any nondiscrimination, coverage, top-heavy and Code 415 testing performed with respect to the three (3) most recently completed plan years; and (viii) all material written correspondence with any Governmental Entity.
(b) Each Company Benefit Plan and related trust agreement, annuity contract or other funding instrument has been established, administered, operated and maintained in compliance with its terms, ERISA, the Code and any other applicable laws. The Company has no direct or indirect material liability under the requirements provided by any and all statutes, orders or governmental rules or regulations, including but not limited to ERISA, COBRA, HIPAA and the Code. With respect to each Company Benefit Plan, no prohibited transactions (as defined in ERISA Section 406 or Code Section 4975) for which an applicable statutory or administrative exemption does not exist have occurred and no breaches of any of the duties imposed on Company Benefit Plan fiduciaries by ERISA with respect to the Company Benefit Plans have occurred that could result in any material liability or excise Tax under ERISA or the Code being imposed on the Company. Each Company Benefit Plan may be amended or terminated by the Company or Parent on or at any time after the Closing Date without liability to the Company or Parent. None of the rights of the Company under a Company Benefit Plan will be impaired by the consummation of the transactions contemplated by this Agreement.
(c) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has received a favorable de...
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”).
(b) With respect to each Plan, the Partnership has made available to Buyers true and complete copies of, to the extent applicable: (i) each Plan document (or, if not written, a written summary of its material terms) and any proposed amendments, (ii) all summary plan descriptions, (iii) the most recent annual report (Form 5500 series or equivalent if required under applicable law), including all exhibits and attachments thereto, (iv) the most recent determination or opinion letter, if any, issued by the IRS and any pending request for such a letter and (v) any material correspondence with, and all non-routine filings made with any Governmental Authority.
(c) No Group Entities or any trade or business, whether or not incorporated, that together with any of the other Group Entities would be deemed a “controlled group of corporations,” as defined in Section 414(b) of the Code or a group of entities under “common control,” as defined in Section 414(c) of the Code (an “ERISA Affiliate”), (i) has maintained, established, sponsored, participated in or contributed to any Plan that is (A) subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code or (B) a “multiemployer plan” as defined in Section 3(37) of ERISA or (ii) has incurred any liability or had a lien imposed under Title IV of ERISA or Section 412 of the Code, in each...
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).
(b) Neither Company nor any Company Subsidiary has, or has ever had, any employees.
(c) None of Company, any Company Subsidiary or any of their respective ERISA Affiliates maintains, contributes to, or participates in, or has ever maintained, contributed to, or participated in, or otherwise has any obligation or liability in connection with: (i) a "pension plan" under Section 3(2) of ERISA that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code; or (ii) a "multiemployer plan" (as defined in Section 3(37) of ERISA).
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 “Allegiance Benefit Plans” means all employee benefit plans (as defined in Section 3(3) of ERISA), whether or not subject to ERISA, and all equity, equity-related, bonus or incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance, termination, change in control, retention, employment, consulting, welfare, insurance, medical, dental, disability, cafeteria, flexible spending, dependent care, fringe benefit or other compensation or benefit plans, programs, agreements, contracts, policies, arrangements or remuneration of any kind with respect to which Allegiance, any Subsidiary thereof or any trade or business, whether or not incorporated, which would be deemed a single employer with Allegiance or any of its Subsidiaries pursuant to Section 414(b), (c), (m) or (o) of the Code (an “Allegiance ERISA Affiliate”), is a party or has any current or future obligation or liability (whether actual, contingent or otherwise) or that are sponsored, maintained, contributed to by or required to be contributed to by Allegiance, any of its Subsidiaries, or any Allegiance ERISA Affiliate for the benefit of any current or former employee, officer, director or independent contractor (or the dependents, beneficiaries or designees of any of the foregoing) of Allegiance, any of its Subsidiaries, or any Allegiance ERISA Affiliate. Section 4.11(a) of the Allegiance Disclosure Schedule lists each Allegiance Benefit Plan.
Benefit Plans; Employees. (a) No IPT Holdco Subsidiary (i) maintains, sponsors, contributes to or has any liability (whether actual or contingent) with respect to, and (ii) has ever maintained, sponsored, contributed to or had any liability (whether actual or contingent) with respect to, any Benefit Plan. No IPT Holdco Subsidiary has any contract, plan or commitment, whether or not legally binding, to adopt or sponsor any Benefit Plan.
(b) No IPT Holdco Subsidiary has, nor has ever had, any employees.
(c) No IPT Holdco Subsidiary or any of any of their respective ERISA Affiliates maintains, contributes to, or participates in, or has ever maintained, contributed to, or participated in, or otherwise has any obligation or liability in connection with: (i) a “pension plan” under Section 3(2) of ERISA that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code; or (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA).
Benefit Plans; Employees. (a) Section 4.13(a) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a correct and complete list of each material Company Benefit Plan. For purposes of this Agreement, “Company Benefit Plan” means each Benefit Plan maintained, contributed to, or participated in for the benefit of or relating to any current employee, officer, or director of Company and the Company Subsidiaries or with respect to which Company or any Company Subsidiary has or could reasonably be expected to have any material liability, excluding any Benefit Plan under which neither Company nor any Company Subsidiary has any remaining liabilities. Company has made available to Absorbing Company a copy of the plan documents governing each such material Company Benefit Plan and any material amendments thereto.
Benefit Plans; Employees. (a) Except as set forth in Schedule 2.18(a), with respect to all Business Employees, the Seller does not currently maintain, contribute to or have any liability under any Benefit Plan. With respect to each of the Benefit Plans identified on Schedule 2.18(a), the Seller has made available to the Purchaser true and complete copies of the most recent summary plan or other written description, as well as all personnel, payroll, and employment manuals and policies. Each Benefit Plan listed on Schedule 2.18(a) has been operated in compliance with ERISA, the Internal Revenue Code and other applicable Laws. Each Benefit Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (“Pension Plan”) and which is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the Internal Revenue Service and the Seller is not aware of any circumstances likely to result in revocation of any such favorable determination letter. Other than obligations, arrangements, and practices that are listed on Schedule 2.18(a), the Company has no employee benefit plans, pension plans, welfare plans, or other obligations, arrangements, or customary practices, whether or not legally enforceable, to provide benefits, other than salary, as compensation for services rendered, to present or former directors, employees, or agents,. Each Benefit Plan can be terminated within thirty (30) days without payment of any additional contribution or amount and without the vesting or acceleration of any benefits promised by such Benefit Plan.
(b) The Company has never been nor is it currently a party to any collective bargaining or other labor Contract. There is not presently pending or existing, and to the Seller’s knowledge there is not threatened, (i) any strike, slowdown, picketing, or work stoppage, or (ii) any application for certification of a collective bargaining agent. Except as set forth on Schedule 2.18(b), none of Business Employees is covered by any union, collective bargaining or other similar labor agreement.
Benefit Plans; Employees. (a) Other than the Company Equity Incentive Plan and the Company Private Placement Equity Incentive 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 Equity Incentive Plan).
(b) Neither Company nor any Company Subsidiary has, or has ever had, any employees.
(c) None of Company, any Company Subsidiary or any of their respective ERISA Affiliates maintains, contributes to, or participates in, or has ever maintained, contributed to, or participated in, or otherwise has any obligation or liability in connection with: (i) a “pension plan” under Section 3(2) of ERISA that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, (ii) a “multiemployer plan” (as defined in Section 3(37) of ERISA) or (iii) any provision for or promise of retiree or post-termination medical, disability or life insurance benefits including as required by Section 4980B of the Code, Part 6 of Title I of ERISA or similar applicable state Law.
