Employee Benefit Agreements. (1) It has delivered to the other a true and complete copy of each “employee benefit plan” within the meaning of section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), covering its employees or former employees (the “Employees”). Except as previously disclosed:
(2) To the best of its knowledge, all employee benefit plans of each party covering Employees, to the extent subject to ERISA (the “ERISA Agreements”), have been operated and administered, and are in material compliance with, applicable law, including ERISA, the Code, the Securities Act, the Exchange Act, the Age Discrimination in Employment Act or any rules or regulations thereunder, and all filings, disclosures and notices required by any such laws have been timely made, except for failures to so comply which are not reasonably likely, either by themselves or in the aggregate with one or more other events, occurrences or circumstances, to have a Material Adverse Effect on it. Each ERISA Agreement which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (“Pension Agreement”) and which is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “Code”), has either (a) received a favorable determination letter from the Internal Revenue Service; or (b) is or will be the subject of an application for a favorable determination letter, and it is not aware of any circumstances likely to result in the revocation or denial of any such favorable determination letter. There is no pending or, to the best of its knowledge, threatened litigation relating to the ERISA Agreements which is reasonably likely, either by itself or in the aggregate with one or more other events, occurrences or circumstances, to have a Material Adverse Effect on it; and has not engaged in a transaction with respect to any ERISA Agreement that, assuming the taxable period of such transaction expired as of the date hereof, would subject it to a tax or penalty imposed by either Section 4975 of the Code or Section 502 of ERISA in an amount which is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on it.
(3) No liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by it with respect to any ongoing, frozen or terminated “single-employer plan,” within the meaning of Section 4001(a) (15) of ERISA, currently or formerly maintained by it or by any entity which is ...
Employee Benefit Agreements. (a) All of Noble's pension, retirement, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, deferred compensation, consulting, bonus, group insurance, severance and other benefit plans, contracts, agreements, arrangements, including, but not limited to, "employee benefit plans", as defined under ERISA, incentive and welfare policies, contracts, plans and arrangements and all trust agreements related thereto in respect to any present directors, officers, or other employees of Noble or any of its subsidiaries (hereinafter referred to collectively as the "Noble Employee Plans") comply in all material respects with all applicable requirements of ERISA, the Code and other applicable laws. All of the Noble Employee Plans which are intended to meet the requirements of Section 401(a) of the Code have been determined by the Internal Revenue Service to be "qualified" within the meaning of the Code, and there are no facts known to Noble which would adversely affect the qualified status of any of the Noble Employee Plans.
(b) There is no accumulated funding deficiency, within the meaning of ERISA or the Code, in connection with the Noble Employee Plans and no reportable event, as defined in ERISA, has occurred in connection with the Noble Employee Plans. The Noble Employee Plans have not, nor has any trustee or administrator of the Noble Employee Plans, engaged in any prohibited transaction as defined in ERISA or the Code. Noble is not contributing to, and has not contributed to, any multi-employer plan, as defined in ERISA.
(c) Noble Disclosure Letter describes any past Noble Employee Plans that have been terminated within the past 12 months and the status of such plans, the distribution or retention of monies with respect to said plans, and any further obligations of such plans or Noble in connection therewith. Any past Noble Employee Plans that have been terminated were terminated in compliance with ERISA, the Code and other applicable laws, and there is no basis for further liability or obligation of Noble pursuant to any past Noble Employee Plans.
Employee Benefit Agreements. 16 SECTION 4.16. Properties.................................................16 SECTION 4.17. Compliance with Laws.......................................17 SECTION 4.18. Fees.......................................................17 SECTION 4.19.
Employee Benefit Agreements. (i) The Employment Agreements entered into by the Affected Executives on the date hereof shall be in full force and effect;
(ii) Each Specified Executive shall have provided the consents and executed and delivered the amendments described in Section 6.4(c), and such amendments shall be in full force and effect;
(iii) Apart from the agreements and amendments described in clauses (i) and (ii) above, all other amendments to agreements described in Sections 6.4(b) and 6.4(c) shall have been executed and delivered by the applicable parties; provided, however, (A) if an executive who is not a Specified Executive is unwilling to agree to any amendment described in Section 6.4(b), including but not limited to an amended employment agreement, such executive shall receive the change in control payments to which they are entitled under such unamended contractual agreement(s) and Benefit Plan(s) in accordance with the terms of such arrangements and Section 409A of the Code; and (B) if an executive other than a Specified Executive is unwilling to agree to any amendment or consent described in Section 6.4(c), such executive shall receive the benefit payable on termination of such unamended salary continuation agreement after Closing in accordance with the terms of such unamended salary continuation agreement, unless the payments in clause (A) or (B) to such executive are forfeited as required by Sections 111 and 302 of the Emergency Economic Stabilization Act of 2008, as amended by the U.S. American Recovery and Reinvestment Act of 2009, including all guidance issued thereunder by a Governmental Entity (collectively “EESA”), or other applicable regulations promulgated by the Treasury with respect to TARP;
Employee Benefit Agreements. Section 2.1.14 of the DAC Disclosure Schedule sets forth a complete and accurate list of all material employee benefit plans, agreements and arrangements to which DAC is a party, including without limitation (i) all severance, employment, consulting or similar contracts, (ii) all material agreements and contracts with "change of control" provisions or similar provisions and (iii) all indemnification agreements or arrangements with directors or officers not included in its organizational documents or provided by law.
Employee Benefit Agreements of the GENESIS Disclosure Schedule sets forth a complete and accurate list of all material employee benefit plans, agreements and arrangements to which GENESIS is a party, including without limitation (i) all severance, employment, consulting or similar contracts, (ii) all material agreements and contracts with "change of control" provisions or similar provisions and (iii) all indemnification agreements or arrangements with directors or officers not included in its organizational documents or provided by law.
Employee Benefit Agreements. Section 4.15 of the PRICESTER Disclosure Schedule sets forth a complete and accurate list of all material employee benefit or compensation plans, agreements and arrangements to which PRICESTER is a party, including without limitation (i) all severance, employment, consulting or similar contracts, (ii) all material agreements and contracts with "change of control" provisions or similar provisions and (iii) all indemnification agreements or arrangements with directors or officers not including in its organizational documents or provided by law.
Employee Benefit Agreements. (1) Previously Disclosed is a complete list of all bonus, deferred compensation, pension, retirement, profit-sharing, thrift, savings, employee stock ownership, stock bonus, stock purchase, restricted stock and stock option agreements, all employment or severance contracts, all medical, dental, health and life insurance agreements, all other employee benefit agreements, contracts or arrangements and any applicable "change of control" or similar provisions in any agreement, contract or arrangement maintained or contributed to by the Company for the benefit of employees, former employees, directors, former directors or their beneficiaries (the "Compensation and Benefit Agreements"). True and complete copies of all Compensation and Benefit Agreements, including, but not limited to, any trust instruments and/or insurance contracts, if any, forming a part thereof, and all amendments thereto have been supplied to Purchaser.
(2) All "employee benefit agreements" within the meaning of Section 3(3) of ERISA, other than "multiemployer Agreements" within the meaning of Section 3(37) of ERISA ("Multiemployer Agreements"), covering employees or former employees of the Company (the "ERISA Agreements"), to the extent subject to ERISA, are in substantial compliance with ERISA. Except as Previously Disclosed each ERISA Agreement which is an "employee pension benefit agreement" within the meaning of Section 3(2) of ERISA ("Pension Agreement") and which is intended to be qualified, under Section 401(a) of the Code, has received a favorable determination letter from the Internal Revenue Service with respect to "TRA" (as defined in Section 1 of Internal Revenue Service Revenue Procedure 93-39), and it is not aware of any circumstances reasonably likely to result in the revocation or denial of any such favorable determination letter or the inability to receive such a favorable determination letter. There is no pending or, to its knowledge, threatened litigation relating to the ERISA Agreements. The Company has not engaged in a transaction with respect to any ERISA Agreement that would subject it to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA in an amount which would be material.
(3) No liability under Subtitle C or D of Title IV of ERISA has been or is expected to be incurred by the Company with respect to any ongoing, frozen or terminated "single-employer agreement", within the meaning of Section 4001(a)(15) of ERISA, currently or for...
Employee Benefit Agreements. 10 (n) Title to Assets ...................................... 12 (o) Knowledge as to Conditions ........................... 12 (p) Compliance with Laws ................................. 12 (q) Finder's or Advisor Fees ............................. 12 (r)
Employee Benefit Agreements
