Common use of Documents Provided Clause in Contracts

Documents Provided. IntelliPrep has delivered to Click2learn, 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, the following information: (a) copies of all annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (b) 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, but 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 IntelliPrep since the date of the most recently completed and filed annual report; (f) all material correspondence to or from any government entity or agency relating to such Employee Benefit Plan; (g) all COBRA and HIPAA forms and notices currently in use; and (h) all coverage and nondiscrimination tests performed with respect to such Employee Benefit Plan.

Appears in 1 contract

Samples: Merger Agreement (Click2learn Com Inc)

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Documents Provided. IntelliPrep The Company has delivered to Click2learnItron ------------------ 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 informationfollowing: (aA) copies of all the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (bB) copies of the all 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; (cC) copies of all contracts and agreements currently in effect (and any amendments thereto) relating to such Employee Benefit Plan, including, but not limited towithout 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 IntelliPrep the Company since the date of the most recently completed and filed annual report; (fF) all material correspondence to or from that has been exchanged within the last three years with any government governmental entity or 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 currently in usenotices; and (hH) all coverage coverage, nondiscrimination, top heavy and nondiscrimination 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 (Itron Inc /Wa/)

Documents Provided. IntelliPrep The Company has delivered to Click2learnItron 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 informationfollowing: (aA) copies of all the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (bB) copies of the all 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; (cC) copies of all contracts and agreements currently in effect (and any amendments thereto) relating to such Employee Benefit Plan, including, but not limited towithout 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 IntelliPrep the Company since the date of the most recently completed and filed annual report; (fF) all material correspondence to or from that has been exchanged within the last three years with any government governmental entity or 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 currently in usenotices; and (hH) all coverage coverage, nondiscrimination, top heavy and nondiscrimination Code Section 415 tests performed with respect to such Employee Benefit PlanPlan for the last three years.

Appears in 1 contract

Samples: Merger Agreement (Itron Inc /Wa/)

Documents Provided. IntelliPrep The Company has delivered or will deliver to Click2learnParent 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 informationfollowing: (a) copies of all the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (b) copies of the all 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, but not limited towithout 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 a material liability to IntelliPrep the Company since the date of the most recently completed and filed annual report; (f) all material correspondence to or from any government entity or agency 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 currently in usenotices; and (h) all coverage coverage, nondiscrimination, top heavy and nondiscrimination 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: Merger Agreement (Infrastrux Group Inc)

Documents Provided. IntelliPrep The Company has delivered to Click2learnItron 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, the following information: (a) copies of all annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (b) copies of the following: (A) the reports filed for the last three years pursuant to the Pension Benefits Standards Act RSBC 1996 c.352 as amended and its Regulations (the "PBSA"), the Insurance Act RSBC 1996 c.226 as amended and its Regulations (the "IA") as applicable; (B) all 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; (cC) copies of all contracts and agreements currently in effect (and any amendments thereto) relating to such Employee Benefit Plan, including, but not limited towithout 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 a material liability to IntelliPrep the Company since the date of the most recently completed and filed annual report; (fF) all material correspondence to or from that has been exchanged within the last three years with any government governmental entity or agency relating to such Employee Benefit Plan; (gG) samples of all COBRA and HIPAA administrative forms and notices currently in use; use and (hH) all coverage the most recent registration statement, annual report, actuarial valuation report and nondiscrimination tests performed prospectus prepared in connection with respect to such Employee Benefit Plan.

Appears in 1 contract

Samples: Combination Agreement (Itron Inc /Wa/)

Documents Provided. IntelliPrep The Company has delivered made available to Click2learnBuyer 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 informationfollowing: (ai) copies of all the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (bii) copies of the most recent summary plan descriptionsdescription, together with any summaries of material modifications and all material employee manuals or communications filed or distributed with respect to related thereto, prepared for such Employee Benefit Plan during the last three yearsPlan; (ciii) copies of all contracts and agreements (and any amendments thereto) relating to such Employee Benefit Plan, including, but not limited towithout 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 a material liability to IntelliPrep such Company since the date of the most recently completed and filed annual report; (fvi) all material correspondence to or from any government 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 currently in usenotices; and (hviii) all coverage coverage, nondiscrimination, top heavy and nondiscrimination Code Section 415 tests performed with respect to such Employee Benefit Plan for the last three years; and (ix) notice of any material adverse change occurring with respect to such Employee Benefits Plan since the date of the most recently filed annual report for such Employee Benefit Plan.

Appears in 1 contract

Samples: Asset Purchase Agreement (HouseValues, Inc.)

Documents Provided. IntelliPrep The Company has delivered to Click2learnBSQUARE 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 informationfollowing: (ai) copies of all the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (bii) copies of the 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 years; (ciii) copies of all contracts and agreements (and any all amendments thereto) relating to such Employee Benefit Plan, including, but not limited towithout limitation, all trust agreements, investment management agreements, group 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 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 IntelliPrep since the date of Company sent or received during the most recently completed and filed annual reportlast three years; (fvi) all material correspondence to or from any government governmental entity or agency relating to such Employee Benefit PlanPlan sent or received during the last three years; (gvii) all COBRA and HIPAA forms and form notices currently in use; and (hviii) all coverage and nondiscrimination tests performed with respect to such Employee Benefit Plan for the last three years; and (ix) 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: Merger Agreement (Bsquare Corp /Wa)

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Documents Provided. IntelliPrep The Company has delivered to Click2learnItron 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 informationfollowing: (aA) copies of all the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (bB) copies of the all 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; (cC) copies of all contracts and agreements currently in effect (and any amendments thereto) relating to such Employee Benefit Plan, including, but not limited towithout 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 IntelliPrep the Company since the date of the most recently completed and filed annual report; (fF) all material correspondence to or from that has been exchanged within the last three years with any government governmental entity or 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 currently in usenotices; and (hH) all coverage coverage, nondiscrimination, top heavy and nondiscrimination 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: Merger Agreement (Itron Inc /Wa/)

Documents Provided. IntelliPrep The Company has delivered or made available to Click2learnBuyer 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 informationfollowing: (ai) copies of all the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (bii) copies of the all summary plan descriptions, summaries of material modifications modifications, and all material employee manuals or communications filed or distributed with respect to such Employee Benefit Plan during the last three years; (ciii) copies of all contracts and agreements (and any amendments thereto) relating to such Employee Benefit Plan, including, but not limited towithout 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 a material liability to IntelliPrep the Company since the date of the most recently completed and filed annual report; (fvi) all material correspondence to or from any government 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 currently in usenotices; and (hviii) all coverage coverage, nondiscrimination, top heavy and nondiscrimination Code Section 415 tests performed with respect to such Employee Benefit PlanPlan for the last three years.

Appears in 1 contract

Samples: Stock Purchase Agreement (Sutter Holding Co Inc)

Documents Provided. IntelliPrep The Company has delivered to Click2learnParent 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 informationfollowing: (a) copies of all the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; (b) copies of the most recent summary plan descriptions, descriptions (and all summaries of material modifications related thereto) and employee manuals distributed with respect to such Employee Benefit Plan; (c) all material employee manuals or communications filed or distributed with respect to such Employee Benefit Plan during the last three yearsyear; (cd) copies of all contracts and agreements (and any amendments thereto) relating to such Employee Benefit Plan, including, but not limited towithout 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 IntelliPrep the Company since the date of the most recently completed and filed annual reportreport (Form 5500 series); (fg) all material correspondence to or from any government 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 currently in usenotices; and (hi) all coverage coverage, nondiscrimination, top heavy and nondiscrimination Code Section 415 tests performed with respect to such Employee Benefit Plan for the last three years; and (j) 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: Merger Agreement (Advanced Digital Information Corp)

Documents Provided. IntelliPrep Morningstar has delivered to Click2learn, 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 informationfollowing: (ai) copies of all the last three annual reports (Form 5500 series) filed with respect to such Employee Benefit Plan; , (bii) copies of the all 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; , (ciii) copies of all contracts and agreements (and any amendments thereto) relating to such Employee Benefit Plan, including, but not limited towithout 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 a material liability to IntelliPrep Morningstar since the date of the most recently completed and filed annual report; , (fvi) all material correspondence to or from any government entity or agency Governmental Entity relating to such Employee Benefit Plan; , (gvii) samples of all COBRA and HIPAA administrative forms currently in use, including, without limitation, all forms and notices currently in use; under the health care continuation provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") and under the Health Insurance Portability and Accountability Act of 1997, as amended, (h"HIPAA"), (viii) all coverage coverage, nondiscrimination, top heavy and nondiscrimination Code Section 415 tests performed with respect to such Employee Benefit Plan for the last three years; and (ix) 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)

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