Documents Made Available. The Parent Corporation has made available to the Company a true and correct copy of each collective bargaining agreement to which the Parent Corporation is a party or under which the Parent Corporation has obligations and, with respect to each Parent Corporation Benefit Plan, where applicable, (i) such plan, including all amendments thereto, and the most recent summary plan description, (ii) the five (5) most recent annual reports filed with the IRS, (iii) each related trust agreement and insurance contract, (iv) the most recent determination of the IRS with respect to the qualified status of such Parent Corporation Benefit Plan, (v) the most recent actuarial report or valuation for the most recent three (3) years, (vi) compliance and nondiscrimination tests for the last three (3) plan years, (vii) all insurance policies and certificates purchased by or to provide benefits under such plan, (viii) all contracts and agreements to which the Parent Corporation or any Parent Corporation Subsidiary is a party with third party administrators, actuaries, investment managers, consultants and other independent contractors that relate to such plan, (ix) standard COBRA forms and notices, and (x) every private letter ruling, prohibited transaction exemption, or other ruling or determination from the IRS, Department of Labor, Pension Benefit Guaranty Corporation or other Governmental Entity with respect to such plan. To the knowledge of the Parent Corporation, in the case of each Parent Corporation Benefit Plan, no employee handbook or similar employee communication relating to such plan nor any written communication of benefits under such plan from the administrator thereof, in either case that has not been delivered or made available to the Company, describes the terms of such plan in a manner that is materially inconsistent with the documents and summary plan descriptions relating to such plan that have been made available pursuant to the foregoing sentence.
Appears in 3 contracts
Samples: Merger Agreement (CFM Technologies Inc), Merger Agreement (Mattson Technology Inc), Merger Agreement (CFM Technologies Inc)
Documents Made Available. The Parent Corporation Company has made available to the Company Parent Corporation a true and correct copy of each collective bargaining agreement to which the Parent Corporation Company or any Company Subsidiary is a party or under which the Parent Corporation Company or any Company Subsidiary has obligations and, with respect to each Parent Corporation Company Benefit Plan, where applicable, (i) such plan, including all amendments thereto, and the most recent summary plan description, (ii) the five (5) most recent annual reports filed with the IRS, (iii) each related trust agreement and insurance contract, (iv) the most recent determination of the IRS with respect to the qualified status of such Parent Corporation Company Benefit Plan, (v) the most recent actuarial report or valuation for the most recent three (3) years, (vi) compliance and nondiscrimination tests for the last three (3) plan years, (vii) all insurance policies and certificates purchased by or to provide benefits under such plan, (viii) all contracts and agreements to which the Parent Corporation Company or any Parent Corporation Company Subsidiary is a party with third party administrators, actuaries, investment managers, consultants and other independent contractors that relate to such plan, and (ix) standard COBRA Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") forms and notices, notices and (x) every private letter ruling, prohibited transaction exemption, exemption or other ruling or determination from the IRS, Department of Labor, Pension Benefit Guaranty Corporation or other Governmental Entity with respect to such plan. To the knowledge of the Parent CorporationCompany, in the case of each Parent Corporation Company Benefit Plan, no employee handbook or similar employee communication relating to such plan nor any written communication of benefits under such plan from the administrator thereof, in either case that has not been delivered or made available to the CompanyParent Corporation, describes the terms of such plan in a manner that is materially inconsistent with the documents and summary plan descriptions relating to such plan that have been made available pursuant to the foregoing sentence.
Appears in 3 contracts
Samples: Merger Agreement (CFM Technologies Inc), Merger Agreement (Mattson Technology Inc), Merger Agreement (CFM Technologies Inc)
Documents Made Available. The Parent Corporation CES has made or will make available to the Company ------------------------ BEC a true and correct copy of each collective bargaining agreement to which the Parent Corporation CES or any of its subsidiaries is a party or under which the Parent Corporation CES or any of its subsidiaries has obligations and, with respect to each Parent Corporation CES Benefit Plan, where applicable, (i) such planCES Benefit Plan document or, if not in writing, a written summary of all material terms of such CES Benefit Plan, including all amendments thereto, and the most recent summary plan descriptiondescription and any summary and material modifications issued subsequent thereto, (ii) the five (5) three most recent annual reports filed with the IRS, (iii) each related trust agreement agreement, custodial agreement, insurance contract and insurance contractsimilar agreements, (iv) the most recent determination of letter from the IRS with respect to the qualified status of such Parent Corporation CES Benefit PlanPlan and any related correspondence with the IRS, (v) the most recent actuarial report or valuation for the most recent three (3) yearsvaluation, (vi) compliance the most recently prepared audited financial statements and nondiscrimination tests for the last three (3) plan yearsany interim financial statements prepared therefor, and (vii) all insurance policies and certificates purchased by or to provide benefits under such plan, (viii) all contracts and agreements to which the Parent Corporation or copies of any Parent Corporation Subsidiary is a party with third party administrators, actuaries, investment managers, consultants and other independent contractors that relate to such plan, (ix) standard COBRA forms and notices, and (x) every private letter ruling, prohibited transaction exemption, letters or other ruling or determination correspondence from the IRS, IRS or the U.S. Department of Labor, Pension Benefit Guaranty Corporation or other Governmental Entity with respect to such plan. To the knowledge of the Parent CorporationCES's knowledge, in the case of each Parent Corporation CES Benefit Plan, no employee handbook or similar employee communication relating to such plan CES Benefit Plan nor any written communication of benefits under such plan CES Benefit Plan from the administrator thereof, in either case that has not been delivered or made available to the CompanyBEC, describes the terms of such plan CES Benefit Plan in a manner that is materially inconsistent with the documents and summary plan descriptions relating to such plan CES Benefit Plan that have been made available pursuant to the foregoing sentence.
Appears in 1 contract
Samples: Merger Agreement (B E C Energy)
Documents Made Available. The Parent Corporation has Mattxxx xxx made available to the Company STEAG a true and correct copy of each collective bargaining agreement to which the Parent Corporation is Mattxxx xx a party or under which the Parent Corporation has Mattxxx xxx obligations and, with respect to each Parent Corporation Benefit Mattxxx Xxxefit Plan, where applicable, (i) such plan, including all amendments thereto, and the most recent summary plan description, (ii) the five (5) most recent annual reports filed with the IRS, (iii) each related trust agreement and insurance contract, (iv) the most recent determination of the IRS with respect to the qualified status of such Parent Corporation Benefit Mattxxx Xxxefit Plan, (v) the most recent actuarial report or valuation for the most recent three (3) years, (vi) compliance and nondiscrimination tests for the last three (3) plan years, (vii) all insurance policies and certificates purchased by or to provide benefits under such plan, (viii) all contracts and agreements to which the Parent Corporation or Mattxxx xx any Parent Corporation Subsidiary Mattxxx Xxxsidiary is a party with third party administrators, actuaries, investment managers, consultants and other independent contractors that relate to such plan, (ix) standard COBRA forms and notices, and (x) every private letter ruling, prohibited transaction exemption, or other ruling or determination from the IRS, Department of Labor, Pension Benefit Guaranty Corporation Corporation, or other Governmental Entity with respect to such plan. To the knowledge of the Parent CorporationMattxxx, in xx the case of each Parent Corporation Benefit Mattxxx Xxxefit Plan, no employee handbook or similar employee communication relating to such plan nor any written communication of benefits under such plan from the administrator thereof, in either case that has not been delivered or made available to the CompanySTEAG, describes the terms of such plan in a manner that is materially inconsistent with the documents and summary plan descriptions relating to such plan that have been made available pursuant to the foregoing sentence.
Appears in 1 contract
Samples: Strategic Business Combination Agreement (Mattson Technology Inc)
Documents Made Available. The Parent Corporation Xxxxxxx has made available to the Company STEAG a true and correct copy of each collective bargaining agreement to which the Parent Corporation Xxxxxxx is a party or under which the Parent Corporation Xxxxxxx has obligations and, with respect to each Parent Corporation Xxxxxxx Benefit Plan, where applicable, (i) such plan, including all amendments thereto, and the most recent summary plan description, (ii) the five (5) most recent annual reports filed with the IRS, (iii) each related trust agreement and insurance contract, (iv) the most recent determination of the IRS with respect to the qualified status of such Parent Corporation Xxxxxxx Benefit Plan, (v) the most recent actuarial report or valuation for the most recent three (3) years, (vi) compliance and nondiscrimination tests for the last three (3) plan years, (vii) all insurance policies and certificates purchased by or to provide benefits under such plan, (viii) all contracts and agreements to which the Parent Corporation Xxxxxxx or any Parent Corporation Xxxxxxx Subsidiary is a party with third party administrators, actuaries, investment managers, consultants and other independent contractors that relate to such plan, (ix) standard COBRA forms and notices, and (x) every private letter ruling, prohibited transaction exemption, or other ruling or determination from the IRS, Department of Labor, Pension Benefit Guaranty Corporation Corporation, or other Governmental Entity with respect to such plan. To the knowledge of the Parent CorporationXxxxxxx, in the case of each Parent Corporation Xxxxxxx Benefit Plan, no employee handbook or similar employee communication relating to such plan nor any written communication of benefits under such plan from the administrator thereof, in either case that has not been delivered or made available to the CompanySTEAG, describes the terms of such plan in a manner that is materially inconsistent with the documents and summary plan descriptions relating to such plan that have been made available pursuant to the foregoing sentence.
Appears in 1 contract
Samples: Strategic Business Combination Agreement (Steag Electronic Systems GMBH)