Benefit Plans; ERISA Compliance. (a) Schedule 4.12(a) sets forth a complete list of all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), bonus, pension, profit sharing, deferred compensation, incentive compensation, excess benefit, stock, stock option, severance, termination pay, change in control or other material employee benefit plans, programs or arrangements, including, but not limited to, those providing medical, dental, vision, disability, life insurance and vacation benefits (other than those required to be maintained by law), qualified or unqualified, funded or unfunded, foreign or domestic currently maintained, or contributed to, or required to be maintained or contributed to, by the Company or any other person or entity that, together with the Company, is treated as a single employer under Section 414 of the Internal Revenue Code of 1986, as amended (the "Code") (each a "Commonly Controlled Entity") for the benefit of any current or former employees, officers, directors or independent contractors of the Company or any Subsidiary and with respect to which the Company or any Subsidiary has any liability (collectively, the "Benefit Plans"). Except with respect to any "multiemployer plan" (as defined in Section 3(37) of ERISA), the Company has delivered or made available to Parent true, complete and correct copies of each Benefit Plan and related trust agreement and annuity contract and (to the extent applicable) a copy of each Benefit Plan's current summary plan description. In addition, to the extent applicable, the Company has provided or made available to Parent a copy of the most recent IRS determination letter issued, and copies of the two most recently filed IRS Forms 5500 together with all schedules, actuarial reports and accountants' statements for each Benefit Plan, including Form 5500, Schedule B for each Benefit Plan that is a "defined benefit plan" (as defined in Section 3(35) of ERISA), other than a multiemployer plan.
(b) To the Company's knowledge, each Benefit Plan has been administered in accordance with its terms and in compliance with the applicable provisions of ERISA and the Code where the failure to so administer or comply would have a Material Adverse Effect.
(c) All Benefit Plans (other than a multiemployer plan) intended to be qualified under Section 401(a) of the Code have been the subject of determination letters from the Internal Revenue Service to the effect that such Be...
Benefit Plans; ERISA Compliance. 20 SECTION 4.13 Taxes..................................................23 SECTION 4.14
Benefit Plans; ERISA Compliance. (i) Other than the Company Stock Plans, neither the Company nor any Subsidiary of the Company has 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 or other employee benefit plan, arrangement or understanding (whether or not legally binding), including any “employee benefit plans,” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), providing benefits to any current or former employee, officer or director of the Company or any Subsidiary of the Company or any Person affiliated with the Company under Section 414(b), (c), (m) or (o) of the Code.
(ii) No director, officer or employee of the Company will become entitled to retirement, severance or similar benefits or to enhanced or accelerated benefits (including any acceleration of vesting or lapsing of restrictions with respect to equity-based awards) as a result of consummation of the transactions contemplated by this Agreement.
(iii) No stock option granted by the Company under the Company Stock Plans (whether currently outstanding or previously exercised) has been granted with an exercise price that is less than the fair market value of the underlying stock on the date of grant, and no such stock option has been or would be, as applicable, subject to any Tax, penalty or interest under Section 409A of the Code.
Benefit Plans; ERISA Compliance. (a) Section 3.18(a) of the Live Earth Disclosure Schedule contains a list of 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 in this Agreement as “Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) (sometimes referred to in this Section 3.18 as “Welfare Plans”) or any other Benefit Plans, as defined below maintained by any Live Earth Company with respect to the Live Earth Company Employees.
(b) No Live Earth Company maintains any Pension Plan or Benefit Plan intended to be a tax qualified plan described Section 401(a) of the Code, and no such plan is or has been subject to the minimum funding rules of Code Section 412 or ERISA Section 302, or the plan termination insurance provisions of Title IV of ERISA.
(c) There are no voluntary employee benefit associations maintained by any Live Earth Company and intended to be exempt from federal income tax under Section 501(c)(9) of the Code.
(d) Neither the execution of this Agreement nor the consummation of the transactions contemplated by this Agreement will give rise to, or trigger, any change of control, severance or other similar provisions in any Pension Plan, Welfare Plan or Benefit Plan that will obligate the Live Earth Companies to make such payment. The consummation of any transaction contemplated by this Agreement will not result in any: (i) payment (whether of severance pay or otherwise) becoming due from the Live Earth Companies to any of their respective officers, employees, former employees or directors or to the trustee under any “rabbi trust” or similar arrangement; (ii) benefit under any Benefit Plan applicable to the Live Earth Companies being established or becoming accelerated, vested or payable; or (iii) payment or series of payments by any Live Earth Company, directly or indirectly, to any Person that would constitute a “parachute payment” within the 11 meaning of Section 280G of the Code (other than as set forth under Section 3.17 of the Live Earth Disclosure Schedule).
(e) No Live Earth Company provides any material post-retirement medical, health, disability or death protection coverage or contribute to or maintain any employee welfare benefit plan which provides for medical, health, disability or death benefit coverage following termination of employment by any officer, director or employee except as is required by Section 4980B(f) of t...
Benefit Plans; ERISA Compliance. (i) Other than the Parent Stock Incentive Plans, neither the Parent nor any Subsidiary of the Parent has 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 or other employee benefit plan, arrangement or understanding (whether or not legally binding), including any “employee benefit plans,” within the meaning of Section 3(3) of ERISA, providing benefits to any current or former employee, officer or director of the Parent or any Subsidiary of the Parent or any Person affiliated with Parent under Section 414(b), (c), (m) or (o) of the Code.
(ii) No director, officer or employee of the Parent will become entitled to retirement, severance or similar benefits or to enhanced or accelerated benefits (including any acceleration of vesting or lapsing of restrictions with respect to equity-based awards) as a result of consummation of the transactions contemplated by this Agreement.
(iii) No stock option granted by the Parent under the Parent Stock Incentive Plans (whether currently outstanding or previously exercised) has been granted with an exercise price that is less than the fair market value of the underlying stock on the date of grant, and no such stock option has been or would be, as applicable, subject to any Tax, penalty or interest under Section 409A of the Code.
Benefit Plans; ERISA Compliance. (i) All employee benefits plans and other benefit arrangements covering employees of Suites and the Suites Subsidiaries is listed in the Suites Disclosure Letter. True and complete copies of the Suites Benefit Plans (as defined herein) have been made available to the Company. Except as disclosed in the Suites SEC Documents or in Schedule 3.1(h)(i) to the Suites Disclosure Letter, since the date of the most recent audited financial statements included in the Suites SEC Documents, there has not been any adoption or amendment in any material respect by Suites or any Suites Subsidiary of 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 or other employee benefit plan, arrangement or understanding (whether or not legally binding) providing benefits to any current or former employee, officer or director of Suites or any Suites Subsidiary or any person affiliated with Suites under Section 414(b), (c), (m) or (o) of the Code (collectively, "Suites Benefit Plans").
(ii) Except as described in the Suites SEC Documents or in Schedule 3.1(h)(ii) to the Suites Disclosure Letter or as would not have a Suites Material Adverse Effect, (A) all Suites Benefit Plans, including any such plan that is an "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), are in compliance with all applicable requirements of law, including ERISA and the Code, and (B) neither Suites nor any Suites Subsidiary has any liabilities or obligations with respect to any such Suites Benefit Plan, whether accrued, contingent or otherwise (other than obligations to make contributions and pay benefits and administrative costs incurred in the ordinary course), nor to the knowledge of Suites are any such liabilities or obligations expected to be incurred. Except as set forth in Schedule 3.1(h)(ii) to the Suites Disclosure Letter, the execution of, and performance of the transactions contemplated in, this Agreement will not (either alone or together with the occurrence of any additional or subsequent events) constitute an event under any Suites Benefit Plan, policy, arrangement or agreement, trust or loan that will or may result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase ...
Benefit Plans; ERISA Compliance. 20 Section 4.13 Taxes.................................................. 23 Section 4.14 Compliance with Applicable Laws........................ 25 Section 4.15 State Takeover Statutes................................ 28 Section 4.16 Labor Matters.......................................... 28 Section 4.17
Benefit Plans; ERISA Compliance. (a) The WCA Parties are Affiliates of WCA Management Company, LP and WCA Waste Corporation. SW and WCF participate in, but do not sponsor or maintain any “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 in this Section 4.18 as “Pension Plans”), “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) (sometimes referred to in this Section 4.18 as “Welfare Plans”) or any other Benefit Plans, as defined below.
(b) Neither SW nor WCF maintains any Pension Plan or Benefit Plan intended to be a tax qualified plan described Section 401(a) of the Code, and no such plan is or has been subject to the minimum funding rules of Code Section 412 or ERISA Section 302, or the plan termination insurance provisions of Title IV of ERISA.
(c) There are no voluntary employee benefit associations maintained by SW or WCF and intended to be exempt from federal income tax under Section 501(c)(9) of the Code.
Benefit Plans; ERISA Compliance. Except as set forth on Schedule 3.16, none of the Companies have ever had any employees. Neither Seller nor any ERISA Affiliate of Seller maintains or contributes to, and is not obligated to maintain or contribute to, any defined benefit plan or any multi-employer plan subject to Title IV of ERISA.
Benefit Plans; ERISA Compliance. 23 4.19. Brokers........................................................... 26
