Certain Employee Plans. 4.11.1. Each Benefit Plan maintained by any RP Controlled Group Member (the "RP Benefit Plans") complies with, and has been administered in accordance with, in all material respects, all applicable requirements of law, except for instances of non-compliance that would not reasonably be expected to have caused, individually or in the aggregate, an RP Material Adverse Effect. The RP Benefit Plans are listed in the RP Disclosure Schedule and copies or descriptions of all material Plans have previously been provided to CSI.
4.11.2. With respect to each RP Benefit Plan intended to qualify under Section 401(a) of the Code, (a) a favorable determination letter has been issued by or an application is pending with the IRS with respect to the qualification of each RP Benefit Plan and (b) no "reportable event" or "prohibited transaction" (as such terms are defined in ERISA and the Code) or termination has occurred under circumstances which present a risk of material liability by any RP Controlled Group Member to any governmental entity or other person, including an RP Benefit Plan. Each RP Benefit Plan which is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code has been maintained in compliance with the minimum funding standards of ERISA and the Code and no such RP Benefit Plan has incurred any "accumulated funding deficiency" (as defined in Section 412 of the Code and Section 302 of ERISA), whether or not waived. No RP Controlled Group Member directly or indirectly contributes to, has an obligation to contribute to or has or could be reasonably expected to have liability with respect to, and has not directly or indirectly maintained, sponsored, contributed to or had an obligation to contribute to at any time within the 10 year period ending on the date of the Closing, any employee benefit plan which is a multi-employer plan subject to the requirements of Subtitle E of Title IV of ERISA.
4.11.3. Except as required by Code section 4980B or 162 or Part 6 of Subtitle B of Title I of ERISA, no RP Controlled Group Member provides any health, welfare or life insurance benefits to any of its former or retired employees, which benefits would be material either individually or in the aggregate to RP.
Certain Employee Plans. (a) (i) Each Company Benefit Plan complies, and has been administered, in all material respects in accordance with its governing documents and all applicable requirements of law, and (ii) no "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) or termination has occurred with respect to any Company Benefit Plan which under either circumstance presents a risk of material Liability by the Company to any Governmental Entity or other Person, including a Company Benefit Plan. The Company Benefit Plans are listed on Schedule 4.9(a) of the Company Disclosure Schedule and copies or descriptions of all material Company Benefit Plans have previously been provided to Buyer. There has also been furnished to Buyer, with respect to each Company Benefit Plan required to file such report and description, the most recent two (2) annual Form 5500 filings, including attachments, and the summary plan description.
(b) Each Company Benefit Plan intended to qualify under Section 401(a) of the Code is so qualified and a determination letter has been issued by the IRS with respect to the qualification of such Company Benefit Plan and no circumstances exist which would adversely affect such qualification. A copy of each determination letter referred to in the preceding sentence has previously been furnished to Buyer. As to any Company Benefit Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of the Company Benefit Plan within the meaning of Section 411(d)(3) of the Code. There is no trust funding a Company Benefit Plan which is intended to be exempt from federal income taxation pursuant to Section 501(c)(9) of the Code. No Company Benefit Plan nor any other benefit plan maintained or contributed to by the Company is subject to Title IV of ERISA or is subject to Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code.
(c) Except as required by applicable law or as set forth on Schedule 4.9(c) of the Company Disclosure Schedule, the Company does not provide any health, welfare or life insurance benefits to any of its former or retired employees.
Certain Employee Plans. Except as set forth at Schedule “6.11,” the Seller: (a) has no “employee benefit plans,” as defined in the Employee Retirement Security Act of 1974, as amended, including by way of example and not limitation, 401(k), Xxxxx, SEP and health insurance plans; and (b) is not a party to any multi-employer plan. Other than at-will employment agreements, there are no employment agreements with any officers, directors, employees, retired employees or former employees of the Seller.
Certain Employee Plans. (a) With respect to each employee benefit plan (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and any bonus, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, vacation, severance, death benefit, insurance or other plan, arrangement or understanding (whether or not legally binding), in each case maintained or contributed to for the benefit of employees of Pac Rim or any of its Subsidiaries (all the foregoing being herein called the "Pac Rim Benefit Plans"), individually and in the aggregate, no event has occurred, and to the knowledge of Pac Rim or any of its Subsidiaries, there exists no condition or set of circumstances, in connection with which Pac Rim or any of its Subsidiaries could be subject to any liability (except liability for benefits claims and funding obligations payable in the ordinary course), under ERISA or any other applicable law.
(b) With respect to the Pac Rim Benefit Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves, established in accordance with generally accepted accounting principles, or otherwise properly footnoted in accordance with generally accepted accounting principles, on the financial statements of Pac Rim or any of its Subsidiaries. Pac Rim has not been nor is it currently obligated under any multi-employer plans as defined in ERISA.
(c) Except as required by applicable law, neither Pac Rim nor any of its Subsidiaries provides any health, welfare or life insurance benefits to any of their former or retired employees.
(d) Except for changes due to increases in the length of employment, Schedule 5.11(d) of the Pac Rim Disclosure Letter lists the employees of Pac Rim and its Subsidiaries who are eligible for severance benefits and the amounts that would be due such employees if they were terminated as of July 24, 1996.
Certain Employee Plans. Each Employee Plan that is intended to be qualified under Section 401(a) of the Code (i) has been maintained, operated and administered in all material respects in compliance with its terms and applicable Laws, and (ii) has received a favorable determination letter from the Internal Revenue Service, and nothing has occurred since the date of any such determination that could reasonably be expected to give the Internal Revenue Service grounds to revoke such determination.
Certain Employee Plans. No Employee Plan: (i) is subject to the minimum funding standards of Section 302 of ERISA or Section 412 of the Code; or (ii) is a “multi-employer plan” (as defined in Section 3(37) of ERISA). Except as would not have a Material Adverse Effect, the Company has not: (A) withdrawn from any pension plan under circumstances resulting (or expected to result) in liability; or (B) engaged in any transaction which would give rise to a liability under Section 4069 or Section 4212(c) of ERISA.
Certain Employee Plans. 24 4.12. LABOR MATTERS .........................................................25 4.13. ENVIRONMENTAL LAWS AND REGULATIONS ....................................25 4.14. REAL PROPERTY .........................................................26 4.15.
Certain Employee Plans. No Employee Plan is, and neither the Company Group nor any ERISA Affiliate thereof sponsors, maintains, contributes to or has any obligation (whether contingent or otherwise) to contribute to, or has within the last six years sponsored, maintained, contributed to or had any obligation (whether contingent or otherwise) to contribute to, (i) any “multiemployer plan” (within the meaning of Section 3(37) of ERISA), (ii) any “multiple employer plan” (within the meaning of Section 4063 of ERISA), (iii) any multi-employer welfare arrangement (as defined in Section 3(40) of ERISA), or (iv) any pension plan that is subject to Title IV of ERISA, Part 3 of Title I of ERISA or Section 412 of the Code.
Certain Employee Plans. (a) The Company and its Subsidiary have complied, and are now in compliance, in all material respects with all provisions of ERISA, the Code and all laws and regulations applicable to each "employee benefit plans," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and each other employee benefit plan, program, policy, practice or other arrangement providing benefits to any current or former employee, officer or director of the Company or its Subsidiary or any beneficiary or dependent thereof that is sponsored or maintained by the Company or its Subsidiary or to which the Company or its Subsidiary is obligated to contribute, including without limitation any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or policy (the "COMPANY PLANS"). SCHEDULE 3.10(A) sets forth a complete and accurate list of all Company Plans. No Company Plan is intended to be a "qualified plan" within the meaning of Section 401(a) of the Code, nor is any Company Plan subject to Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code. None of the Company, its Subsidiary and their respective "ERISA Affiliates" (as defined in the next sentence) contributes to or is obligated to contribute to, or has, at any time within the last six years, contributed to or been obligated to contribute to, any "multiemployer plan" within
Certain Employee Plans. (a) Section 4.10(a) of the Disclosure Schedule lists all Company Benefit Plans. With respect to each Company Benefit Plan, true, complete and correct copies of such plans and the most recent summary plan descriptions thereof and any summaries of material modifications, if any, have been furnished to Eclipsys, along with the two most recent annual reports on Form 5500 (including schedules) filed with the Internal Revenue Service for each Company Benefit Plan where such report is required and the most recent favorable IRS determination letter for each Company Benefit Plan that is intended to be qualified pursuant to Section 401(a) of the Code.
(b) Neither MediNotes nor any ERISA Affiliate sponsors, maintains or contributes to or has ever sponsored, maintained, contributed to, or incurred an obligation to contribute or incurred any liability (contingent or otherwise) with respect to any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA) or any other employee benefit plan that is subject to Title IV of ERISA, Part 3 of Subtitle B of Title I of ERISA or Section 412 of the Code.
(c) MediNotes does not provide any health, welfare or life insurance benefits to any of its former or retired employees other than pursuant to Section 4980B of the Code or similar state laws.
(d) (i) Each Company Benefit Plan has been maintained and operated in all material respects in accordance with its terms and all applicable Legal Requirements.
