Employee and Related Matters; ERISA. (a) Section 7.12 of the Seller Disclosure Letter contains a true and complete list, as of the date of this Agreement, of each material Seller Benefit Plan and each material Seller Benefit Agreement, other than any such Seller Benefit Agreement for which Seller or any Selling Subsidiary shall be solely liable and which shall not cause Purchaser or any of its Subsidiaries (or ERISA Affiliates) to incur, or result in Purchaser or any of its Subsidiaries (or ERISA Affiliates) incurring, any liabilities or obligations, whether by law, by contract or otherwise.
(b) As of the date of this Agreement, Seller has made available to Purchaser true, complete and correct copies of all material Seller Benefit Agreements (or forms thereof) and all material Seller Benefit Plans (or, in the case of a Seller Benefit Plan, a complete and accurate description of the material terms thereof with respect thereto) listed on Section 7.12 of the Seller Disclosure Letter, in each case that cover any individual identified as a Covered Employee as of the date of this Agreement, except where Seller or its Subsidiaries are strictly prohibited from making available such Seller Benefit Agreements or Seller Benefit Plans under Applicable Laws regarding the safeguarding of data privacy or any other obligations to maintain the confidentiality of such information under Applicable Law, in which case, Seller has provided a redacted Seller Benefit Agreement or Seller Benefit Plan (or a summary thereof) as is permissible under Applicable Laws regarding the safeguarding of data privacy or any other obligations to maintain the confidentiality of such information under Applicable Law. As of the date of this Agreement, to the Knowledge of Seller, there are no individuals identified as Covered Employees as of the date of this Agreement working for Seller or any of its Subsidiaries under any of the Seller Benefit Agreements identified in Section 7.12 of the Seller Disclosure Letter whose individual Seller Benefit Agreement varies materially from the applicable form of Seller Benefit Agreement described in this Section 7.12(b).
(c) Each Assumed Benefit Plan and each Assumed Benefit Agreement is and has been operated in compliance in all material respects with all Applicable Laws (including, to the extent applicable, ERISA and the Code), the terms of such Assumed Benefit Plan or Assumed Benefit Agreement and of all applicable Employee Representative Agreements, and has been maintained, where required by A...
Employee and Related Matters; ERISA. (a) Schedule 5.9(a) contains a true and complete list of all "employee welfare benefit plans" (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), "employee pension benefit plans" (as defined in Section 3(2) of ERISA) ("Pension Plans") and any other bonus, pension, profit-sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock appreciation, restricted stock, stock option, phantom stock, performance, retirement, thrift, savings, stock bonus, cafeteria, paid time-off, perquisite, fringe benefit, vacation, severance, disability, death benefit, hospitalization, medical, welfare benefit or other plan, program, policy, arrangement or understanding, and each employment, consulting, deferred compensation, severance, termination or indemnification agreements or arrangements but expressly excluding any governmental plan or program that requires mandatory payment of social insurance taxes or similar contributions to a governmental fund with respect to wages of any employee (collectively, "Benefit Plans") that are maintained or contributed to or required to be maintained or contributed to by Parent or Seller or any person or entity that, together with Parent or Seller, is treated as a single employer (a "Commonly Controlled Entity") under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA. Parent and Seller have made available to Buyer true, correct and complete copies of (1) each such Benefit Plan, (3) the most recent summary plan description or similar document for each such Benefit Plan for which such summary plan description is required or was otherwise provided to plan participants or beneficiaries and (4) each trust agreement and insurance annuity contract relating to any such Benefit Plan. Each Benefit Plan has been administered in accordance with its terms. Parent and Seller and all the Benefit Plans are in substantial compliance in all material respects with all applicable provisions of ERISA and the Code and all other applicable laws.
Employee and Related Matters; ERISA. (a) Schedule 5.17(a) sets forth each employee pen- sion, retirement, profit sharing, stock bonus, stock option, stock purchase, incentive, deferred compensation, hospitaliza- tion, medical, dental, vision, life insurance, accidental death and dismemberment insurance, business travel insurance, cafete- ria and flexible spending, sick pay, disability, severance, golden parachute or other plan, fund, program, policy, contract or arrangement (including any contracts or agreements with cer- tain employees of the College Publishing Business that relate to the transactions contemplated by this Agreement) providing employee benefits that is maintained, contributed to or re- quired to be contributed to by Times Mirror or any of its affi- liates in which any College Publishing Business Personnel has participated or under which any College Publishing Business Personnel has accrued and remains entitled to any benefits (the "College Publishing Business Plans"). Times Mirror has made available to McGraw-Hill true, complete and correct copies of (x) xxxx Xxxlege Publishing Business Plan (or, in the case of any unwritten Times Mirror Plans, descriptions thereof), (ii) the most recent annual report on Form 5500 filed with the IRS with respect to each College Publishing Business Plan (if any such report was required), (iii) the most recent summary plan description for each College Publishing Business Plan for which such a summary plan description is required, (iv) each trust agreement and group annuity contract relating to any College Publishing Business Plan, and (v) all other material documents relating to the College Publishing Business Plans. Neither TMHE, Mosby nor any corporation or trade or business (whether or not incorporated) which would be treated as its ERISA Affi- liate is liable for any amount under Title IV of ERISA (except for premiums to the Pension Benefit Guaranty Corporation aris- ing in the ordinary course) and no fact or event exists which could reasonably give rise to such liability. Except as dis- closed on Schedule 5.17(a), no College Publishing Business Per- sonnel is entitled to any benefit under any College Publishing Business Plan by reason of the transactions contemplated here- by, including, but not limited to, severance, stay-pay or re- tention bonuses, nor any acceleration, vesting, distribution or increase in benefits or obligations to fund benefits, and no College Publishing Business Plan includes any common stock or other security issued ...
Employee and Related Matters; ERISA. (a) Schedule 3.12(a) sets forth each employee stock option, incentive, hospitalization, medical, dental, vision, life insurance, accidental death and dismemberment insurance, business travel insurance, cafeteria and flexible spending, sick pay, disability, severance, 401(k), golden parachute or other plan, fund, program, policy, contract or arrangement providing employee benefits that is maintained or contributed to by Buyer in which any employees have participated or under which any employees have accrued and remain entitled to any benefits (the "Plans"). No employee of Seller is entitled to any benefit under any Plan by reason of the transactions contemplated hereby.
(b) None of Seller or any of the Plans or any trust created thereunder, or any trustee or administrator thereof, has engaged in a transaction in connection with which Seller would be subject to either a material liability or civil penalty assessed pursuant to Sections 409, 502(i) or 502(1) of ERISA or a material tax imposed pursuant to Section 4971, 4972, 4974, 4975, 4976 or 4980B of the Code. Each of the Plans has been operated and administered in all material respects in accordance with applicable laws, including the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the Code. There are no pending or, to the Knowledge of Seller, threatened claims by or on behalf of any of the Plans, by any employee or beneficiary covered under any such Plan, or otherwise involving any such Plan (other than ordinary course claims for benefits).
(c) Seller is not, and has not been within the last six years, obligated to contribute, on behalf of any current or former employee of Seller, to a multiemployer plan (as defined in Section 3(37) of ERISA).
(d) None of the Plans or any trust established thereunder has incurred any accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, as of the last day of the most recent fiscal year of each of the Plans. No contribution failure has occurred with respect to any Plan sufficient to give rise to a lien under Section 302(f) of ERISA.
(e) With respect to any Plan that is an employee welfare benefit plan (i) no such Plan is unfunded or funded through a welfare benefits fund, as such term is defined in Section 419(e) of the Code and (ii) to the Knowledge of Seller, each such Plan that is a group health plan, as such term is defined in Section 5000(b)(1) of the Code, complies with the app...
Employee and Related Matters; ERISA. (a) Times Mirror has delivered to Buyer true, complete and correct copies of the Times Mirror Savings Plus Plan ("TM 401(k) Plan"), its most recent annual report on Form 5500 filed with the IRS, its most recent summary plan description and its trust agreement and all related funding contracts.
(b) Compliance with ERISA and the Code. Except as described on Schedule 5.15(b), the TM 401(k) Plan and all other employee benefit plans (as defined in ERISA) maintained or administered by Times Mirror or Seller for the benefit of Hired Company Employees have been operated and administered in all material respects in accordance with applicable laws, including, but not limited to, ERISA and the Code, and Times Mirror has received a favorable determination letter to the effect that the TM 401(k) Plan is qualified under Code Section 401 (a copy of which has been delivered to Buyer) and nothing has occurred since the issuance of such letter that would adversely affect the tax qualification of such plan. There are no pending or, to the Knowledge of Seller, threatened claims by or on behalf of such plan, by any employee or beneficiary covered under such plan, or otherwise involving such plan (other than ordinary course claims for benefits).
Employee and Related Matters; ERISA. Schedule 2.16 lists each Employee Benefit Plan providing employee benefits that is maintained or contributed to by the Company. The Company has delivered to Buyer true, complete and correct copies of each Employee Benefit Plan. Each Employee Benefit Plan has been operated and administered in all respects in accordance with Laws. There are no pending or, to the Company’s knowledge, threatened claims against any of the Employee Benefit Plans by any employee or beneficiary covered under any Employee Benefit Plan or otherwise involving any Employee Benefit Plan.
Employee and Related Matters; ERISA. (a) Schedule 4.11(a) sets forth a true and correct list of all full and part-time employees of each Seller and Seller Subsidiary who are devoted primarily to the Business as of September 30, 2010; each of their respective positions, each of their respective hourly wage or salary or other cash compensation (including without limitation bonuses and other benefits), and the date used by Seller and Seller Subsidiary as the commencement of employment and for the vesting of benefits for each such Employee and the accrued vacation time for each such Employee (the “Employees”). Neither Seller, Seller Subsidiary, nor any Employee is a party to any (i) employment or non-competition agreement; (ii) management, service, consulting or other similar type of contract which involve payments by such Seller or Seller Subsidiary in excess of $50,000 per annum; or (iii) plan, program, arrangement or contract that provides for the payment of (x) severance, termination or similar type compensation or benefits upon the termination or resignation of any Employee or consultant, or (y) compensation or benefits to any Employee which is directly or indirectly contingent on the retention of such Employee.
(b) None of the Employees is covered by a collective bargaining agreement. Except as set forth on Schedule 4.11(b), with respect to the Business Employees (i) each Seller and each Seller Subsidiary is in compliance in all material respects with all applicable laws respecting employment, employment practices and the workplace, including those pertaining to wages, hours, overtime, working conditions, collective bargaining, employment discrimination, immigration, work authorization, equal employment opportunity, occupational safety and health, worker’s compensation and unemployment compensation, employee privacy and right to know, (ii) there is no unfair labor practice complaint against any Seller or any Seller Subsidiary pending or, to the Knowledge of Seller, threatened before any Governmental Entity with respect to any Seller or any Seller Subsidiary, (iii) there are no discrimination charges (relating to sex, age, religion, race, national origin, ethnicity, handicap or veteran status) pending before any Governmental Entity or court of competent jurisdiction against any Seller or any Seller Subsidiary, and (iv) there is no labor strike, slowdown, stoppage or similar dispute pending or, to the Knowledge of Seller, threatened against any Seller or any Seller Subsidiary. Other than rout...
Employee and Related Matters; ERISA. There exists no liability in connection with any Plan of Target that has been or will be terminated and all procedures for termination of such plans have been properly followed. Target has not been involved in any transaction that would cause or did cause the Target to be subject to any violation, prohibited transaction, reportable event, or other liability with respect to ERISA. Target has not incurred any material liability under ERISA that could become or remain a liability of the Target or the Buyer or Transitory Subsidiary after the Closing Date. To the Target's knowledge, there are no pending or threatened claims, action, audits, or examinations with respect to any of the Target's Plans and any trust created thereunder. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from the Target under any Plan of the Target, (ii) increase any benefits otherwise payable under any Plan of the Target, or (iii) result in the acceleration of the time of payment or vesting of any such benefits. Target has no union contracts. The Target Disclosure Schedule includes all Plans of the Target.
Employee and Related Matters; ERISA. There exists no liability in connection with any Plan of Buyer that has been or will be terminated and all procedures for termination of such Plans have been properly followed. Buyer has not been involved in any transaction that would cause or did cause the Buyer to be subject to any violation, prohibited transaction, reportable event, or other liability with respect to ERISA. Buyer has not incurred any material liability under ERISA that could become or remain a liability of Buyer or Transitory Subsidiary after the Closing Date. To the Buyer's knowledge, there are no pending or threatened claims, action, audits, or examinations with respect to any of the Buyer's Plans and any trust created thereunder. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from the Buyer under any Plan of the Buyer, (ii) increase any benefits otherwise payable under any Plan of the Buyer, or (iii) result in the acceleration of the time of payment or vesting of any such benefits.
Employee and Related Matters; ERISA
