Common use of Documents Provided Clause in Contracts

Documents Provided. The Company has delivered or will deliver to Parent within ten (10) business days after the execution of this Agreement true, correct and complete copies (or, in the case of unwritten Employee Benefit Plans, descriptions) of all Employee Benefit Plans (and all amendments thereto), along with, to the extent applicable to the particular Employee Benefit Plan, copies of the following: (a) the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (b) all summary plan descriptions, summaries of material modifications and all employee manuals or communications filed or distributed with respect to such Employee Benefit Plan during the last three years; (c) all contracts and agreements (and any amendments thereto) relating to such Employee Benefit Plan, including, without limitation, trust agreements, investment management agreements, annuity contracts, insurance contracts, bonds, indemnification agreements and service provider agreements; (d) the most recent determination letter issued by the IRS with respect to such Employee Benefit Plan; (e) all written communications relating to the amendment, creation or termination of such Employee Benefit Plan, or an increase or decrease in benefits, acceleration of payments or vesting or other events that could result in liability to the Company since the date of the most recently completed and filed annual report; (f) all correspondence to or from any Governmental Entity relating to such Employee Benefit Plan; (g) samples of all administrative forms currently in use, including, without limitation, all COBRA and HIPAA forms and notices; (h) all coverage, nondiscrimination, top heavy and Code Section 415 tests performed with respect to such Employee Benefit Plan for the last three years; and (i) the most recent registration statement, annual report (Form 11-K) and prospectus prepared in connection with such Employee Benefit Plan.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Infrastrux Group Inc)

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Documents Provided. The Company has delivered or will deliver to Parent within ten (10) business days after the execution of this Agreement Itron ------------------ true, correct and complete copies (or, in the case of unwritten Employee Benefit Plans, descriptions) of all Employee Benefit Plans (and all amendments thereto), along with, to the extent applicable to the particular Employee Benefit Plan, copies of the following: (aA) the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (bB) all summary plan descriptions, summaries of material modifications and all employee manuals or communications filed or distributed with respect to such Employee Benefit Plan during the last three years; (cC) all contracts and agreements currently in effect (and any amendments thereto) relating to such Employee Benefit Plan, including, without limitation, trust agreements, investment management agreements, annuity contracts, insurance contracts, bonds, indemnification agreements and service provider agreements; (dD) the most recent determination letter issued by the IRS with respect to such Employee Benefit Plan; (eE) all written communications relating to the amendment, creation or termination of such Employee Benefit Plan, or an increase or decrease in benefits, acceleration of payments or vesting or other events that could result in liability to the Company since the date of the most recently completed and filed annual report; (fF) all correspondence to that has been exchanged within the last three years with any governmental entity or from any Governmental Entity agency relating to such Employee Benefit Plan; (gG) samples of all administrative forms currently in use, including, without limitation, all COBRA and HIPAA forms and notices; (hH) all coverage, nondiscrimination, top heavy and Code Section 415 tests performed with respect to such Employee Benefit Plan for the last three years; and (iI) the most recent registration statement, annual report (Form 11-K) and prospectus prepared in connection with such Employee Benefit Plan.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Itron Inc /Wa/)

Documents Provided. The Company IntelliPrep has delivered or will deliver to Parent within ten (10) business days after the execution of this Agreement trueClick2learn, correct and complete copies (or, in the case of unwritten Employee Benefit Plans, descriptions) of all Employee Benefit Plans (and all amendments thereto), along with, to the extent applicable to the particular Employee Benefit Plan, copies of the followingfollowing information: (a) the last three copies of all annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (b) all copies of the summary plan descriptions, summaries of material modifications and all material employee manuals or communications filed or distributed with respect to such Employee Benefit Plan during the last three years; (c) copies of all contracts and agreements (and any amendments thereto) relating to such Employee Benefit Plan, including, without limitationbut not limited to, trust agreements, investment management agreements, annuity contracts, insurance contracts, bonds, indemnification agreements and service provider agreements; (d) the most recent determination letter issued by the IRS with respect to such Employee Benefit Plan; (e) all written communications relating to the amendment, creation or termination of such Employee Benefit Plan, or an increase or decrease in benefits, acceleration of payments or vesting or other events that could result in a material liability to the Company IntelliPrep since the date of the most recently completed and filed annual report; (f) all material correspondence to or from any Governmental Entity government entity or agency relating to such Employee Benefit Plan; (g) samples of all administrative forms currently in use, including, without limitation, all COBRA and HIPAA forms and noticesnotices currently in use; and (h) all coverage, nondiscrimination, top heavy coverage and Code Section 415 nondiscrimination tests performed with respect to such Employee Benefit Plan for the last three years; and (i) the most recent registration statement, annual report (Form 11-K) and prospectus prepared in connection with such Employee Benefit Plan.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Click2learn Com Inc)

Documents Provided. The Company has delivered or will deliver to Parent within ten (10) business days after the execution of this Agreement Itron true, correct and complete copies (or, in the case of unwritten Employee Benefit Plans, descriptions) of all Employee Benefit Plans (and all amendments thereto), along with, to the extent applicable to the particular Employee Benefit Plan, copies of the following: (aA) the reports filed for the last three annual reports years pursuant to the Pension Benefits Standards Act RSBC 1996 c.352 as amended and its Regulations (Form 5500 seriesthe "PBSA"), the Insurance Act RSBC 1996 c.226 as amended and its Regulations (the "IA") filed with respect to such Employee Benefit Planas applicable; (bB) all summary plan descriptions, summaries of material modifications and all employee manuals or communications filed or distributed with respect to such Employee Benefit Plan during the last three years; (cC) all contracts and agreements currently in effect (and any amendments thereto) relating to such Employee Benefit Plan, including, without limitation, trust agreements, investment management agreements, annuity contracts, insurance contracts, bonds, indemnification agreements and service provider agreements; (dD) the most recent determination letter issued by the IRS Canada Customs and Revenue Agency with respect to such Employee Benefit Plan; (eE) all written communications relating to the amendment, creation or termination of such Employee Benefit Plan, or an increase or decrease in benefits, acceleration of payments or vesting or other events that could result in liability to the Company since the date of the most recently completed and filed annual report; (fF) all correspondence to that has been exchanged within the last three years with any governmental entity or from any Governmental Entity agency relating to such Employee Benefit Plan; (gG) samples of all administrative forms currently in use, including, without limitation, all COBRA and HIPAA forms and notices; (h) all coverage, nondiscrimination, top heavy and Code Section 415 tests performed with respect to such Employee Benefit Plan for the last three years; use and (iH) the most recent registration statement, annual report, actuarial valuation report (Form 11-K) and prospectus prepared in connection with such Employee Benefit Plan.

Appears in 1 contract

Samples: Combination Agreement (Itron Inc /Wa/)

Documents Provided. The Company has delivered or will deliver to Parent within ten (10) business days after the execution of this Agreement Itron true, correct and complete copies (or, in the case of unwritten Employee Benefit Plans, descriptions) of all Employee Benefit Plans (and all amendments thereto), along with, to the extent applicable to the particular Employee Benefit Plan, copies of the following: (aA) the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (bB) all summary plan descriptions, summaries of material modifications and all employee manuals or communications filed or distributed with respect to such Employee Benefit Plan during the last three years; (cC) all contracts and agreements currently in effect (and any amendments thereto) relating to such Employee Benefit Plan, including, without limitation, trust agreements, investment management agreements, annuity contracts, insurance contracts, bonds, indemnification agreements and service provider agreements; (dD) the most recent determination letter issued by the IRS with respect to such Employee Benefit Plan; (eE) all written communications relating to the amendment, creation or termination of such Employee Benefit Plan, or an increase or decrease in benefits, acceleration of payments or vesting or other events that could result in a material liability to the Company since the date of the most recently completed and filed annual report; (fF) all correspondence to that has been exchanged within the last three years with any governmental entity or from any Governmental Entity agency relating to such Employee Benefit Plan; (gG) samples of all administrative forms currently in use, including, without limitation, all COBRA and HIPAA forms and notices; and (hH) all coverage, nondiscrimination, top heavy and Code Section 415 tests performed with respect to such Employee Benefit Plan for the last three years; and (i) the most recent registration statement, annual report (Form 11-K) and prospectus prepared in connection with such Employee Benefit Plan.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Itron Inc /Wa/)

Documents Provided. The Company Morningstar has delivered or will deliver to Parent within ten (10) business days after the execution of this Agreement true, correct Shurgard accurate and complete copies (or, in the case of unwritten Employee Benefit Plans, descriptions) of all Employee Benefit Plans (and all amendments thereto), along with, to the extent applicable to the particular Employee Benefit Plan, copies of the following: (ai) the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; , (bii) all summary plan descriptions, summaries of material modifications and all employee manuals or communications filed or distributed with respect to such Employee Benefit Plan during the last three years; , (ciii) all contracts and agreements (and any amendments thereto) relating to such Employee Benefit Plan, including, without limitation, trust agreements, investment management agreements, annuity contracts, insurance contracts, bonds, indemnification agreements and service provider agreements; , (div) the most recent determination letter issued by the IRS United States Internal Revenue Service ("IRS") with respect to such Employee Benefit Plan; , (ev) all written communications relating to the amendment, creation or termination of such Employee Benefit Plan, or an increase or decrease in benefits, acceleration of payments or vesting or other events that could result in liability to the Company Morningstar since the date of the most recently completed and filed annual report; , (fvi) all correspondence to or from any Governmental Entity relating to such Employee Benefit Plan; , (gvii) samples of all administrative forms currently in use, including, without limitation, all COBRA and HIPAA forms and notices; notices under the health care continuation provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (h"COBRA") and under the Health Insurance Portability and Accountability Act of 1997, as amended, ("HIPAA"), (viii) all coverage, nondiscrimination, top heavy and Code Section 415 tests performed with respect to such Employee Benefit Plan for the last three years; and (iix) the most recent registration statement, annual report (Form 11-K) and prospectus prepared in connection with such Employee Benefit Plan.

Appears in 1 contract

Samples: Unit Purchase Agreement (Shurgard Storage Centers Inc)

Documents Provided. The Company has delivered or will deliver to Parent within ten (10) business days after the execution of this Agreement ShopNow true, correct and complete copies (or, in the case of unwritten Employee Benefit Plans, descriptions) of all Employee Benefit Plans (and all amendments thereto), along with, to the extent applicable to the particular Employee Benefit Plan, copies of the following: (a) the last three all annual reports (Form 5500 series) filed since inception with respect to such Employee Benefit Plan; (b) all summary plan descriptions, summaries of material modifications and all material employee manuals or and communications filed or distributed with respect to such Employee Benefit Plan during the last three yearssince inception; (c) all contracts and agreements (and any amendments thereto) relating to such Employee Benefit Plan, including, without limitation, all trust agreements, investment management agreements, annuity contracts, insurance contracts, bonds, indemnification agreements and service provider agreements; (d) the most recent determination letter issued by the IRS (as defined below) with respect to such Employee Benefit Plan; (e) all written communications relating to the amendment, creation or termination of such Employee Benefit Plan, or an increase or decrease in benefits, acceleration of payments or vesting or other events that could result in liability to the Company sent or received since the date of the most recently completed and filed annual reportits inception; (f) all correspondence to or from any Governmental Entity governmental entity or agency relating to such Employee Benefit PlanPlan sent or received since its inception; (g) samples of all administrative COBRA (as defined below) and HIPAA (as defined below) forms and notices currently in use, including, without limitation, all COBRA ; and HIPAA forms and notices; (h) all coverage, nondiscrimination, top heavy coverage and Code Section 415 nondiscrimination tests performed with respect to such Employee Benefit Plan for the last three years; and (i) the most recent registration statement, annual report (Form 11-K) and prospectus prepared in connection with such Employee Benefit Plansince its inception.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Shopnow Com Inc)

Documents Provided. The Company has delivered or will deliver to Parent within ten (10) business days after the execution of this Agreement Itron true, correct and complete copies (or, in the case of unwritten Employee Benefit Plans, descriptions) of all Employee Benefit Plans (and all amendments thereto), along with, to the extent applicable to the particular Employee Benefit Plan, copies of the following: (aA) the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (bB) all summary plan descriptions, summaries of material modifications and all employee manuals or communications filed or distributed with respect to such Employee Benefit Plan during the last three years; (cC) all contracts and agreements currently in effect (and any amendments thereto) relating to such Employee Benefit Plan, including, without limitation, trust agreements, investment management agreements, annuity contracts, insurance contracts, bonds, indemnification agreements and service provider agreements; (dD) the most recent determination letter issued by the IRS with respect to such Employee Benefit Plan; (eE) all written communications relating to the amendment, creation or termination of such Employee Benefit Plan, or an increase or decrease in benefits, acceleration of payments or vesting or other events that could result in liability to the Company since the date of the most recently completed and filed annual report; (fF) all correspondence to that has been exchanged within the last three years with any governmental entity or from any Governmental Entity agency relating to such Employee Benefit Plan; (gG) samples of all administrative forms currently in use, including, without limitation, all COBRA and HIPAA forms and notices; (hH) all coverage, nondiscrimination, top heavy and Code Section 415 tests performed with respect to such Employee Benefit Plan for the last three years; and (iI) the most recent registration statement, annual report (Form 11-K) and prospectus prepared in connection with such Employee Benefit Plan.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Itron Inc /Wa/)

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Documents Provided. The Company has delivered or will deliver made available to Parent within ten (10) business days after the execution of this Agreement Buyer true, correct and complete copies (or, in the case of unwritten Employee Benefit Plans, descriptions) of all of the Company's Employee Benefit Plans (and all amendments thereto), along with, to the extent applicable to the particular Employee Benefit Plan, copies of the following: (ai) the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (bii) all the most recent summary plan descriptionsdescription, together with any summaries of material modifications and all employee manuals or communications filed or distributed with respect to related thereto, prepared for such Employee Benefit Plan during the last three yearsPlan; (ciii) all contracts and agreements (and any amendments thereto) relating to such Employee Benefit Plan, including, without limitation, trust agreements, investment management agreements, annuity contracts, insurance contracts, bonds, indemnification agreements and service provider agreements; (div) the most recent determination letter issued by the IRS with respect to such Employee Benefit Plan; (ev) all written communications during the last three years relating to the amendment, creation or termination of such Employee Benefit Plan, or an increase or decrease in benefits, acceleration of payments or vesting or other events that could reasonably be expected to result in liability to the such Company since the date of the most recently completed and filed annual report; (fvi) all correspondence to or from any Governmental Entity governmental entity or agency during the last three years relating to such Employee Benefit Plan; (gvii) samples of all administrative forms currently in use, including, without limitation, all COBRA and HIPAA forms and notices; (hviii) all coverage, nondiscrimination, top heavy and Code Section 415 tests performed with respect to such Employee Benefit Plan for the last three years; and (iix) notice of any material adverse change occurring with respect to such Employee Benefits Plan since the date of the most recent registration statement, recently filed annual report (Form 11-K) and prospectus prepared in connection with for such Employee Benefit Plan.

Appears in 1 contract

Samples: Asset Purchase Agreement (HouseValues, Inc.)

Documents Provided. The Company has delivered or will deliver to the Parent within ten (10) business days after the execution of this Agreement true, correct and complete copies (or, in the case of unwritten Employee Benefit Plans, descriptions) of all Employee Benefit Plans (and all amendments thereto), along with, to the extent applicable to the particular Employee Benefit Plan, copies of the followingfollowing information: (a) the last three most recent annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (b) all the most recent summary plan descriptionsdescription, and all summaries of material modifications and all employee manuals or communications filed or related thereto, distributed with respect to such Employee Benefit Plan during the last three yearsPlan; (c) all contracts and agreements (and any amendments thereto) relating to such Employee Benefit Plan, including, without limitation, all trust agreements, investment management agreements, annuity contracts, insurance contracts, bonds, indemnification agreements and service provider agreements; (d) the most recent determination letter issued by the IRS with respect to such Employee Benefit Plan; (e) the most recent annual actuarial valuation prepared for such Employee Benefit Plan; (f) all written communications during the last three years relating to the amendmentcreation, creation amendment or termination of such Employee Benefit Plan, or an increase or decrease in benefits, acceleration of payments or vesting or other events that could result in liability to the Company since the date of the most recently completed and filed annual reportCompany; (fg) all material correspondence to or from any Governmental Entity governmental entity or agency relating to such Employee Benefit Plan; (gh) samples of all administrative forms currently in useuse with respect to such Employee Benefit Plan, including, without limitation, all COBRA and HIPAA forms and notices; and (hi) all coverage, nondiscrimination, top heavy and Code Section 415 tests performed with respect to such Employee Benefit Plan for the last three years; and (i) the most recent registration statement, annual report (Form 11-K) and prospectus prepared in connection with such Employee Benefit Plan.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Corillian Corp)

Documents Provided. The Company has delivered or will deliver to Parent within ten (10) business days after the execution of this Agreement true, correct and complete copies (or, in the case of unwritten Employee Benefit Plans, descriptions) of all Employee Benefit Plans (and all amendments thereto), along with, to the extent applicable to the particular Employee Benefit Plan, copies of the following: (a) the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (b) all the most recent summary plan descriptions, descriptions (and all summaries of material modifications related thereto) and all employee manuals or distributed with respect to such Employee Benefit Plan; (c) all material communications filed or distributed with respect to such Employee Benefit Plan during the last three yearsyear; (cd) all contracts and agreements (and any amendments thereto) relating to such Employee Benefit Plan, including, without limitation, trust agreements, investment management agreements, annuity contracts, insurance contracts, bonds, indemnification agreements and service provider agreements; (de) the most recent determination letter issued by the IRS with respect to such Employee Benefit Plan; (ef) all written communications relating to the amendment, creation or termination of such Employee Benefit Plan, or an increase or decrease in benefits, acceleration of payments or vesting or other events that could result in a material liability to the Company since the date of the most recently completed and filed annual reportreport (Form 5500 series); (fg) all correspondence to or from any Governmental Entity governmental entity or agency relating to such Employee Benefit Plan; (gh) samples of all administrative forms currently in use, including, without limitation, all COBRA and HIPAA forms and notices; (hi) all coverage, nondiscrimination, top heavy and Code Section 415 tests performed with respect to such Employee Benefit Plan for the last three years; and (ij) the most recent registration statement, annual report (Form 11-K) and prospectus prepared in connection with such Employee Benefit Plan.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Advanced Digital Information Corp)

Documents Provided. The Company has delivered or will deliver made available to Parent within ten (10) business days after the execution of this Agreement Buyer true, correct correct, and complete copies (or, in the case of unwritten Employee Benefit Plans, descriptions) of all Employee Benefit Plans (and all amendments thereto), along with, to the extent applicable to the particular Employee Benefit Plan, copies of the following: (ai) the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (bii) all summary plan descriptions, summaries of material modifications modifications, and all employee manuals or communications filed or distributed with respect to such Employee Benefit Plan during the last three years; (ciii) all contracts and agreements (and any amendments thereto) relating to such Employee Benefit Plan, including, without limitation, trust agreements, investment management agreements, annuity contracts, insurance contracts, bonds, indemnification agreements agreements, and service provider agreements; (div) the most recent determination letter issued by the IRS with respect to such Employee Benefit Plan; (ev) all written communications relating to the amendment, creation creation, or termination of such Employee Benefit Plan, or an increase or decrease in benefits, acceleration of payments payments, or vesting or other events that could result in liability to the Company since the date of the most recently completed and filed annual report; (fvi) all correspondence to or from any Governmental Entity governmental entity or agency relating to such Employee Benefit Plan; (gvii) samples of all administrative forms currently in use, including, without limitation, all COBRA and HIPAA forms and notices; and (hviii) all coverage, nondiscrimination, top heavy and Code Section 415 tests performed with respect to such Employee Benefit Plan for the last three years; and (i) the most recent registration statement, annual report (Form 11-K) and prospectus prepared in connection with such Employee Benefit Plan.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sutter Holding Co Inc)

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