Benefit Plans; Employees and Employment Practices. (a) Except as disclosed in the Company Filed SEC Documents, since the date of the most recent audited financial statements included in the Company Filed SEC Documents, there has not been any adoption or amendment in any material respect (including any increase or improvements in benefits or coverage) by the Company or any of its subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical, fringe benefit, excess, supplemental executive compensation, employee stock purchase, stock appreciation, restricted stock or other material employee benefit plan, policy, arrangement or understanding (whether or not in writing) providing benefits to any current or former employee, officer or director of the Company or any of its subsidiaries (collectively, "Benefit Plans"). Except as disclosed in Item 4.10(a) of the Company Letter, there exist no employment, consulting, severance, termination or indemnification agreements, or any other similar arrangements or understandings (whether or not in writing) between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries.
(b) Item 4.10(b) of the Company Letter contains a list of all "employee pension benefit plans" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (sometimes referred to herein as "Pension Plans"), "employee welfare benefit plans" (as defined in Section 3(1) of ERISA) and all other Benefit Plans maintained, sponsored or contributed to, by the Company or any of its U.S., Canadian or Japanese subsidiaries for the benefit of any current or former employees, officers or directors of the Company or any of such subsidiaries (the "Subject Benefit Plans"). The Company has delivered to Parent true, complete and correct copies of (i) each Subject Benefit Plan (or, in the case of any unwritten Subject Benefit Plans, descriptions thereof), (ii) the most recent annual report on Form 5500 (and related schedules and financial statements or opinions required in connection therewith) filed with the Internal Revenue Service with respect to each Subject Benefit Plan (if any such report was required), (iii) the most recent actuarial report with respect to each Subject Benefit ...
Benefit Plans; Employees and Employment Practices. (a) Parent has delivered or made available to the Company true, complete and correct copies of (i) each Parent Benefit Plan (or, in the case of any unwritten Parent Benefit Plans, descriptions of the material terms thereof), (ii) the most recent annual report.
(b) Each Parent Benefit Plan has been established, funded, maintained and administered in all material respects in accordance with its terms and is in compliance with the applicable provisions of ERISA, the Code and all other Applicable Laws.
(c) To the Knowledge of Parent, all Parent Pension Plans have been the subject of favorable and up-to-date (through any applicable remedial amendment period) determination letters from the IRS, or a timely application therefor has been filed, to the effect that such Parent Pension Plans are qualified and exempt from federal income taxes under Section 401(a) and 501(a), respectively, of the Code; and, to the Knowledge of Parent, no circumstances exist and no events have occurred that could adversely affect the qualification of any Parent Pension Plan or the related trust.
(d) With respect to each Parent Pension Plan that is subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code, except as would not reasonably be expected to have a Parent Material Adverse Effect: (i) there does not exist any accumulated funding deficiency within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived; (ii) on the date of the last actuarial valuation, the fair market value of the assets of such Parent Pension Plan equals or exceeds the actuarial present value of all accrued benefits under such Parent Pension Plan (whether or not vested) based upon the actuarial assumptions set forth in the most recent actuarial report for such Parent Pension Plan; (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the 30-day notice requirement has not been waived has occurred, and the consummation of the transactions contemplated by this Agreement will not result in the occurrence of any such reportable event; (iv) all premiums to the PBGC have been timely paid in full; (v) no liability (other than for premiums to the PBGC) under Title IV of ERISA has been or is expected to be incurred by Parent or any of its Subsidiaries; and (vi) the PBGC has not instituted proceedings to terminate any such Parent Pension Plan.
(e) Neither Parent nor any of its Subsidiaries has been required at any time or is required currently ...
Benefit Plans; Employees and Employment Practices. Section 4.8.1. Schedule 4.8.1 of the Company Disclosure Schedule contains a list of each material Company Benefit Plan. The Company has made available to Parent copies of (i) each material Company Benefit Plan, (ii) the annual report (Form 5500), if any, filed with the U.S. Department of Labor with respect to each such Company Benefit Plan for each of the last three (3) years, (iii) the most recent summary plan description for each such Company Benefit Plan for which a summary plan description is required, and (iv) the most recent determination letter issued by the U.S. Internal Revenue Service (“IRS”) with respect to any such Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code.
Section 4.8.2. Except for such exceptions that, individually or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect: (i) each Company Benefit Plan is in compliance with any applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and/or the Code; and (ii) the Company and each Company Subsidiary are in compliance with the requirements of the applicable health care continuation and notice provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.
Section 4.8.3. Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a determination letter from the IRS that it is so qualified, and, to the Company’s Knowledge, no fact or event has occurred since the date of such determination letter that could reasonably be expected to materially adversely affect the qualified status of any such Company Benefit Plan.
Section 4.8.4. Neither the Company nor any trade or business that, together with the Company, would be deemed a single employer within the meaning of Section 4001 of ERISA maintains or contributes to any Multiemployer Plan or multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA or is liable for any “defined benefit plan” (as defined in Section 3(35) of ERISA) subject to Title IV of ERISA. Except as set forth on Schedule 4.8.4 of the Company Disclosure Schedule and for matters that, individually, or in the aggregate, have not resulted in or would not reasonably be expected to have a Company Material Adverse Effect, no Company Benefit Plan provides for, and no agreements have been entered into by the Company or any Company Subsidiary promising or g...
Benefit Plans; Employees and Employment Practices. (a) Except as disclosed in the Powertel Filed SEC Documents or Item 2.12(a) of the Powertel Letter, or to the extent required by law or required to maintain compliance with provisions of the Code, neither Powertel nor any of the Powertel Subsidiaries has adopted or amended in any material respect any ERISA Benefit Plan of Powertel since the date of the most recent audited financial statements included in the Powertel Filed SEC Documents. Except as set forth in Item 2.12(a) of the Powertel Letter, Powertel does not have any commitment to create, adopt or contribute to any Powertel Benefit Plan. Except as disclosed in Item 2.12(a) of the Powertel Letter or in the Powertel Filed SEC Documents, as of the date of this Agreement, there exist no material employment, consulting, severance, bonus, incentive or termination agreements between Powertel or any of the Powertel Subsidiaries and any current or former employee, officer or director of Powertel or any of the Powertel Subsidiaries.
(b) Item 2.12(b) of the Powertel Letter contains a list of all the Powertel Benefit Plans. None of Powertel, any of the Powertel Subsidiaries, any officer of Powertel or any of the Powertel Subsidiaries or any of the ERISA Benefit Plans has on or before the date of this Agreement engaged in a "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) with respect to any ERISA Benefit Plan that could reasonably be expected to subject Powertel, any of the Powertel Subsidiaries or any officer of Powertel or any of the Powertel Subsidiaries to any Tax on prohibited transactions imposed by Section 4975 of the Code or to any liability under Section 502(i) or (l) of ERISA where such Tax or liability has or would be reasonably expected to have a Material Adverse Effect on Powertel. No ERISA Benefit Plan has incurred any "accumulated funding deficiency" (as defined in Section 412 of the Code or Part 3 of Title I of ERISA), whether or not waived. Neither Powertel nor any of the Powertel Subsidiaries has incurred and none of such entities reasonably expects to incur, any material liability to the PBGC with respect to any ERISA Benefit Plan. No assets of Powertel or any of the Powertel Subsidiaries are subject to Liens arising under ERISA or the Code on account of any ERISA Benefit Plan, neither Powertel nor any of the Powertel Subsidiaries has been required to provide any security under Sections 401(a)(29) or 412(f) of the Code, or under Section 307 of ERISA, an...
Benefit Plans; Employees and Employment Practices. (a) Section 4.9(a) of the Company Disclosure Schedule contains a complete list, as of the date of this Agreement, of each material employment, consulting, severance, termination, retirement, profit sharing, bonus, incentive or deferred compensation, retention bonus or change in control agreement, pension, equity compensation, profit sharing, savings, retirement, life, health, disability, accident, medical, insurance, vacation, paid time off, long term care, or other employee compensation or benefit plan, policy, program, arrangement, agreement, fund or commitment, including any “employee benefit plan” as defined in Section 3(3) of ERISA and any plan, policy, program, arrangement, agreement, fund or commitment not subject to the requirements of ERISA (each, a “Benefit Plan”) for the benefit or welfare of any director, officer or employee of the Company or any Company Subsidiary (each such plan, a “Company Benefit Plan”) maintained or contributed to by the Company or any Company Subsidiary. The Company has made available to Parent or its agents or representatives copies of (i) each Company Benefit Plan, (ii) the most recent annual report (Form 5500), if any, filed with the U.S. Department of Labor with respect to each such Company Benefit Plan, including schedules and financial statements attached thereto, (iii) the most recent summary plan description for each such Company Benefit Plan for which a summary plan description is required, together with any summary of material modifications thereto, (iv) each trust agreement and any other material agreement relating to a Company Benefit Plan; (v) the most recent determination letter issued by the U.S. Internal Revenue Service (“IRS”) with respect to any such Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code (and the regulations promulgated thereunder); and (vi) the most recently prepared actuarial reports and financial statements.
(b) Prior to the date of this Agreement, the Company has amended prong (iii) of the definition of “Good Reason” in the Executive Change in Control Plan to provide that diminutions in the authority, duties or responsibilities of the supervisor of the participant that result from the transactions contemplated by this Agreement shall not constitute or result in grounds for a Qualifying Termination (as defined in the Executive Change in Control Plan). Prior to the commencement of the Offer, the Company will notify all participants of this amendment and ...
Benefit Plans; Employees and Employment Practices. (a) With respect to each material bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical, fringe benefit, employee stock purchase, stock appreciation, restricted stock or other material employee benefit plan, policy, arrangement or understanding (whether or not in writing) providing benefits to any current or former employee, officer or director
Benefit Plans; Employees and Employment Practices. (a) Except as disclosed in the Company Filed SEC Documents or Item 4.10(a) of the Company Letter, since the date of the most recent audited financial statements included in the Company Filed SEC Documents, there has not been any adoption or amendment in any material respect (including any increase or improvements in benefits or coverage) by the Company or any of its subsidiaries of any collective bargaining agreement or any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, medical, fringe benefit, excess supplemental executive compensation, employee stock purchase, stock appreciation, restricted stock or other material employee benefit plan, policy, arrangement or understanding (whether or not in writing) providing benefits to any current or former employee, officer or director of the Company or any of its subsidiaries (collectively, "Benefit Plans"); provided that, with respect to any Benefit Plans sponsored by a subsidiary of the Company, the foregoing representation is limited to the actual knowledge of the Company. Except as disclosed in Item 4.10(a) of the Company Letter, there exist no employment, consulting, severance, termination or indemnification agreements, or any other similar arrangements or understandings (whether or not in writing) between the Company or any of its subsidiaries and any current or former employee, officer or director of the Company or any of its subsidiaries.
(b) Item 4.10(b) of the Company Letter contains a list of all "employee pension benefit plans" (as defined in
Benefit Plans; Employees and Employment Practices. (a) Except as disclosed in the Company Filed SEC Documents, since June 30, 1996 there has not been any adoption or amendment in any material respect (including any increase or improvements in benefits or coverage) by the Company of any Benefit Plan (as defined in Section 4.10(b)). Except as disclosed in Schedule 4.10(a), there exist no employment or consulting agreements, or any other similar arrangements or understandings (whether or not in writing), between the Company and any current or former employee, officer or director of the Company.
(b) Schedule 4.10(b) lists each "employee pension benefit plan" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (sometimes referred to herein as "Pension Plans"), "employee welfare benefit plan" (as defined in Section 3(1) of ERISA), bonus, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, change of control, disability, death benefit, hospitalization, medical, fringe benefit, excess benefit, supplemental executive compensation, stock appreciation, restricted stock, indemnification, collective bargaining agreement or other material employee benefit plan, policy, agreement, arrangement or understanding (whether or not in writing) providing benefits to any current or former employee, officer, director or independent contractor of the Company or any entity that is or required under Section 414 of the Code to be treated with the Company as a single employer (an "ERISA Affiliate") or with respect to which the Company or any ERISA Affiliate could have any liability (collectively, the "Benefit Plans"). The Company has delivered to Parent true, complete and correct copies of (i) each Benefit Plan (or, in the case of any unwritten Benefit Plans, descriptions thereof) and each employment and consulting agreement, arrangement or understanding between the Company and any current or former employee, officer or director of the Company, (ii) the most recent annual report on Form 5500 (and related schedules and financial statements or opinions required in connection therewith) filed with the Internal Revenue Service with respect to each Benefit Plan (if any such report was required), (iii) the most recent actuarial report with respect to each Benefit Plan, as applicable, (iv) the most recent summary plan description (and a summary of material modifications, if applicable) for each Benefit ...
Benefit Plans; Employees and Employment Practices. (a) Schedule 3.15(a) hereto sets forth a complete and correct list of all material “employee benefit plans” within the meaning of Section 3(3) of ERISA, and all other material bonus or other cash or other incentive compensation, salary continuation, employment, change-of-control, severance, retention, retirement, pension, deferred compensation, vacation, sick pay or paid time off and all other benefit or compensation plans, programs, contracts, policies, agreements or arrangements (whether written or unwritten, insured or self-insured) established, maintained, sponsored or contributed to (or with respect to which any obligation to contribute has been undertaken) by the Transferred Business or an ERISA Affiliate for the benefit of any Employee or any beneficiary thereof (other than “multiemployer plans” within the meaning of Sections 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code)), (each a “Benefit Plan,” and collectively, the “Benefit Plans”).
(b) The Seller has provided to the Purchaser copies of all material documents setting forth the terms of each Benefit Plan, including all amendments thereto and all related trust documents.
(c) Except as set forth in Schedule 3.15(c) hereto, there is no Benefit Plan that is or has been during the twelve (12)-month period preceding the date of this Agreement subject to Section 412 or 430 of the Code, Section 302 or 303 of ERISA or Title IV of ERISA or subject to Sections 4063, 4064 or 4069 of ERISA. Except where it could not reasonably be expected to result in liability to the Purchaser, no Assets are subject to any lien under Section 430 of the Code or Title IV of ERISA.
(d) No Benefit Plan provides post-retirement or post-termination health and welfare benefits to any employee, officer or other service provider of the Transferred Business (whether current, former or retired) or any beneficiary thereof, except as required under Section 4980B of the Code, Part 6 of Subtitle B of Title I of ERISA or any other similar applicable Law.
(e) Except where it could not reasonably be expected to result in material liability to the Purchaser, each Benefit Plan has been maintained and operated in all material respects in accordance with its terms and applicable Law, including ERISA and the Code.
(f) No Legal Proceeding, audit or investigation that could reasonably be expected to result in material liability to the Purchaser has been threatened, asserted or instituted, or, to the Knowledge of the Seller, is anticipat...
Benefit Plans; Employees and Employment Practices. (a) Section 3.07(a)(i) of the Stockholder’s Disclosure Schedule contains a complete and accurate list of each Plan providing benefits to any current or former employee, officer, director, agent or independent contractor of any Group Company (collectively, the “Employees”) or with respect to which any Group Company could have any liability; with respect to a Plan, including all state-sponsored or required or otherwise mandatory social security, collective bargaining, compensation, benefit and other Plan to which any of the Group Companies contributes in compliance with any applicable Law (collectively, the “Benefit Plans”). Alpine has been provided with complete and correct copies of (i) each Benefit Plan (or, in the case of any unwritten Benefit Plans, descriptions thereof) as amended as of the date hereof, and (ii) the most recent actuarial report with respect to each Benefit Plan, if applicable. No Benefit Plan provides benefits to former Employees other than the Benefit Plans listed in Section 3.07(a)(ii) of the Stockholder’s Disclosure Schedule.
(b) Each Benefit Plan has been established, adopted, amended and administered in accordance with its terms and the requirements of applicable Laws, including with respect to all required filing, reporting and disclosure requirements. Each Benefit Plan intended to qualify for special tax treatment (if any), and the trust (if any) forming a part thereof, meets all requirements for such treatment and is so qualified. Each Group Company is in compliance with the terms of all Collective Agreements and all applicable Laws relating to the employment of labor with respect to all Employees.
(c) Except as set forth on Section 3.07(c) of the Stockholder’s Disclosure Schedule, there is no pending, nor, to the knowledge of Stockholder, threatened, legal action, proceeding, investigation, lawsuit, arbitration, grievance, dispute, audit, charge, complaint, arbitration or other manner of litigation, dispute resolution or claim against, involving, based on, arising out of, in connection with (i) the existence, operation or administration of or otherwise relating to any Benefit Plan, other than routine claims for benefits, or (ii) the employment, services, or termination of employment or services of any Employee. No event has occurred and to the knowledge of Stockholder there exists no condition or set of conditions in connection with the Benefit Plans that reasonably could be expected to give rise to any legal action, proceedin...
