Common use of Employee Arrangements; ERISA Clause in Contracts

Employee Arrangements; ERISA. The Seller has (i) no union, collective bargaining, employment, management, severance or consulting agreements to which the Seller is a party or is otherwise bound, and (ii) no deferred compensation agreements, pension and retirement plans, profit-sharing plans, stock purchase and stock option plans. Schedule 2.1(t) hereto contains a true and complete list of all compensation, incentive, bonus, severance, disability, hospitalization, medical insurance, life insurance and other employee benefit plans, programs or arrangements maintained by the Seller or under which the Seller has any material obligations (other than obligations to make current wage or salary payments) in respect of, or which otherwise cover, any of the current or former officers, employees or consultants of the Seller, or their beneficiaries (each an "Employee Benefit Plan" and collectively the "Employee Benefit Plans"). No Employee Benefit Plan is subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"). All contributions to and payments from the Employee Benefit Plans which may have been required to be made in accordance with the Employee Benefit Plans have been made or are properly accrued and reflected on the Balance Sheets or the books and records of the Seller. Schedule 2.1(t) hereto also lists the names and compensation of all persons employed by the Seller. Except as set forth on Schedule 2.1(t) hereto, the Seller has no Employee Benefit Plans which are qualified for Federal income tax exemption under Sections 401 and 501 of the Code.

Appears in 1 contract

Samples: Asset Purchase Agreement (Protocol Communications Inc)

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Employee Arrangements; ERISA. The Except as set forth on Schedule 2.1(t), the Seller has (i) no union, collective bargaining, employment, management, severance or consulting agreements to which the Seller is a party or is otherwise bound, and (ii) no deferred compensation agreements, pension and retirement plans, profit-sharing plans, stock purchase and stock option plans. Schedule 2.1(t) hereto contains a true and complete list of all compensation, incentive, bonus, severance, disability, hospitalization, medical insurance, life insurance and other employee benefit plans, programs or arrangements maintained by the Seller or under which the Seller has any material obligations (other than obligations to make current wage or salary payments) in respect of, or which otherwise cover, any of the current or former officers, employees or consultants of the Seller, or their beneficiaries (each an "Employee Benefit Plan" and collectively the "Employee Benefit Plans"). No Other than the 401K Plan listed on Schedule 2.1(t), no Employee Benefit Plan is subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"). All contributions to and payments from the Employee Benefit Plans which may have been required to be made in accordance with the Employee Benefit Plans have been made or are properly accrued and reflected on the Balance Sheets or the books and records of the Seller. Schedule 2.1(t) hereto also lists the names names, compensation and compensation all accrued and unused sick time of all persons employed by the Seller. Except as set forth Other than the 401K Plan listed on Schedule 2.1(t) hereto), the Seller has no Employee Benefit Plans which are qualified for Federal income tax exemption under Sections 401 and 501 of the Code.

Appears in 1 contract

Samples: Asset Purchase Agreement (Protocol Communications Inc)

Employee Arrangements; ERISA. The Except as set forth in Schedule 2.1(r) the Seller has (i) no union, collective bargaining, employment, management, severance or consulting agreements agreement to which the Seller is a party or is are otherwise bound, and (ii) no deferred compensation agreements, pension and retirement plans, profit-sharing plans, stock purchase equity interest and stock option plans. Schedule 2.1(t2.1(r) hereto contains a true and complete list of all compensation, incentive, bonus, severance, disability, hospitalization, medical insurance, life insurance and other employee benefit plans, programs or arrangements maintained by the Seller or under which the Seller has any material obligations (other than obligations to make current wage or salary payments) in respect of, or which otherwise cover, any of the current or former officersmanagers, employees or consultants of the Seller, or their beneficiaries (each an "Employee Benefit Plan" and collectively the "Employee Benefit Plans"). No Employee Benefit Plan is subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"). All contributions to and payments from the Employee Benefit Plans which may have been required to be made in accordance with the Employee Benefit Plans have been made or are properly accrued and reflected on the Balance Sheets or the books and records of the Seller. Schedule 2.1(t) hereto also lists the names and compensation of all persons employed by the Seller. Except as set forth on Schedule 2.1(t) hereto, the The Seller has no Employee Benefit Plans which are qualified for Federal income tax exemption under Sections 401 and 501 of the Code.

Appears in 1 contract

Samples: Asset Purchase Agreement (Protocol Communications Inc)

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Employee Arrangements; ERISA. The Seller has (i) no union, collective bargaining, employment, management, severance or consulting agreements to which the Seller is a party or is otherwise bound, and (ii) no deferred compensation agreements, pension and retirement plans, profit-sharing plans, stock purchase and stock option plans. Schedule 2.1(t) hereto contains a true and complete list of all pension, profit sharing, retirement, deferred compensation, stock purchase, stock option, incentive, bonus, severance, disability, hospitalization, medical insurance, life insurance and other employee benefit plans, programs or arrangements maintained by the Seller or under which the Seller has any material obligations (other than obligations to make current wage or salary payments) in respect of, or which otherwise cover, any of the current or former officers, employees or consultants of the Seller, or their beneficiaries (each an "Employee Benefit Plan" and collectively the "Employee Benefit Plans"). No Except as set forth in Schedule 2.1(t) hereto, no Employee Benefit Plan is subject to Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"). The Seller has provided Buyer true and complete copies of all Forms 5500 (with attached schedules) filed during the three most recently ended plan years for each Employee Benefit Plan. Except as set forth on Schedule 2.1(t) hereto, all Employee Benefit Plans comply, in all material respects, in form, operation and administration with their respective provisions, the applicable provisions of ERISA, the Code and other applicable laws. All contributions to and payments from the Employee Benefit Plans which may have been required to be made in accordance with the Employee Benefit Plans Plans, and when applicable, ERISA and the Code, have been made or are properly accrued and reflected on the Balance Sheets or the books and records of the Seller. Schedule 2.1(t) hereto also lists the names and compensation of all persons employed by the Seller. Except as set forth on Schedule 2.1(t) hereto, the Seller has no Employee Benefit Plans which are qualified for Federal income tax exemption under Sections 401 and 501 of the Code.

Appears in 1 contract

Samples: Asset Purchase Agreement (Protocol Communications Inc)

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