Employee Benefit and Employment Matters. Company and its "ERISA Affiliates" (as determined under Section 414(b), (c), (m), or (o) of the Internal Revenue Code of 1986, as amended (the "Code"))
(i) maintain, administer, or contribute to, or at any time during the past six years have maintained, administered, or contributed to, only those employee pension benefit plans (as defined in Section 3(2) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Schedule 3.1(t) (the "Company Pension Plans"); and (ii) Company and its ERISA Affiliates maintain, administer, or contribute to only those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Schedule 3.1(t) (the "Company Welfare Plans"). For the benefit of their employees, Company and all ERISA Affiliates maintain, administer, or contribute to only those bonus, deferred compensation, stock purchase, stock option, severance plan, insurance, or similar arrangements described in Schedule 3.1(t) ("Company Employee Benefit Plans"). Except as disclosed in Schedule 3.1(t), the Internal Revenue Service has determined that each Company Pension Plan intended to be "qualified" under Section 401(a) of the Code is so qualified and that the trust forming a part thereof is tax exempt under Section 501(a) of the Code from the date of its establishment until the date hereof, and Company does not know of any matter that would adversely affect such qualified or tax-exempt status of such plan or trust. Full payment has been made, or will be made in accordance with Sections 404(a)(6) and 412 of the Internal Revenue Code, of all amounts that either Company or any ERISA Affiliate is required to pay under the terms of each of the Company Pension Plans and Company Welfare Plans, and all such amounts are properly accrued on Company's Base Balance Sheet; and none of the Company Pension Plans or any trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Sections 302 of ERISA and 412 of the Internal Revenue Code), whether or not waived, as of the last day of the most recent fiscal year of each of such Plans ended prior to the date of this Agreement. Neither any Company Pension Plan or Company Welfare Plan nor, to the knowledge of Shareholders and the Company's officers and employees with responsibilities for employee benefits matters, any Company Pension Plan or Company Welfare Pla...
Employee Benefit and Employment Matters. Company has fulfilled its obligations, if any, under the minimum funding standards of Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxloyee Retirement Income Security Act of 1974 ("ERISA") and the regulations and published interpretations thereunder with respect to each "plan" (as defined in Section 3(3) of ERISA and such regulations and published interpretations) in which employees of Company are eligible to participate and each such plan is in compliance in all material respects with the presently applicable provisions of ERISA and such regulations and published interpretations. Company has not incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary course) or to any such plan under Title IV of ERISA. The employment of each employee of Company is terminable at will without material cost to Company. Company has complied in all material respects with all other applicable federal, state, and local laws relating to the employment of labor including, but not limited to, the provisions thereof relative to wages, hours, collective bargaining, working conditions, and payment of taxes of any kind, and Company is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing or has any obligations for any vacation, sick leave, or other compensatory time. All officers and independent contractors of Company are paid salaries or other compensation in accordance with the amounts set forth in Shareholders' Disclosure
Employee Benefit and Employment Matters. (a) Schedule 4.7 includes a complete and correct list of names and positions of all employees of Seller engaged primarily in the operation of the Business. Seller has provided to Buyer a complete and correct schedule describing the current hourly wages or monthly salaries and other compensation of each employee described on Schedule 4.7. Seller has complied in all material respects with all Legal Requirements relating to the employment of labor in the Business, including ERISA, continuation coverage requirements with respect to group health plans, and those relating to wages, hours, collective bargaining, unemployment compensation, worker’s compensation, equal employment opportunity, age and disability discrimination, immigration control and the payment and withholding of taxes.
(b) Seller is not a party to any contract with any labor organization applicable to any of the Systems, and Seller has not recognized or agreed to recognize and is not required to recognize any union or other collective bargaining unit with respect to any of the Systems. No union or other collective bargaining unit has been certified as representing any System employees, nor has Seller received any requests from any Person for recognition as a representative of System employees for collective bargaining purposes. To Seller’s knowledge, no System employees are engaged in organizing activity with respect to any labor organization. Seller has no employment agreement of any kind, oral or written, express or implied, that would require Buyer to employ any Person after Closing.
(c) The Assets are not, and there is no existing factual basis for them to become, subject to a lien imposed under the Code or under Title I or Title IV of ERISA, including liens arising by virtue of Seller being considered to be aggregated with another entity pursuant to Section 414 of the Code (the Seller and any such other entity, the “ERISA Controlled Group”).
(d) Neither Seller nor any member of the ERISA Controlled Group has sponsored, contributed to or had an “obligation to contribute” (as defined in ERISA Section 4212) to a “multiemployer plan” (as defined in ERISA Sections 4001(a)(3) or 3(37)(A)) on behalf of any employees.
(e) Neither Seller nor any member of the ERISA Controlled Group has at any time sponsored or contributed to a “single employer plan” (as defined in ERISA Section 4001(a)(15)) to which at least two or more of the “contributing sponsors” (as defined in ERISA Section 4001(a)(13)) are not ...
Employee Benefit and Employment Matters. 16 (u) Insurance.......................................................................... 17 (v) Conflicting Interest............................................................... 17 (w) No Payments to Directors, Officers, Stockholders or Others......................... 17 (x) No Prohibited Payments............................................................. 17 (y)
Employee Benefit and Employment Matters. CWI and its "ERISA Affiliates" (as determined under Section 414(b), (c), (m) or (o) of the Code) (i) maintain, administer or contribute to, or at any time
Employee Benefit and Employment Matters. To the best knowledge of the Shareholders and Petre, Verex has fulxxxxxd its obligations, if any, under the minimum funding standards of Section 302 of the Xxxxxx Xxxxxx Xxxxxxxx Xxxxxxxxxx Income Security Act of 1974 ("ERISA") and the regulations and published interpretations thereunder with respect to each "plan" (as defined in Section 3(3) of ERISA and such regulations and published interpretations) in which employees of Verex are eligible to participate, and each such plan is in compliance in all material respects with the presently applicable provisions of ERISA and such regulations and published interpretations. Verex has not incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary course) or to any such plan under Title IV of ERISA. The employment of each of the employees of Verex is terminable at will without cost to Verex. Verex has complied in all material respects with all other applicable federal, state, and local laws relating to the employment of labor, including, without limitation, the provisions thereof relative to wages, hours, collective bargaining, working conditions, and payment of taxes of any kind, and Verex is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing and does not have any obligations for any vacation, sick leave, or other compensatory time, except as set forth on Exhibit I hereto.
Employee Benefit and Employment Matters. Seller is not a party to any collective bargaining agreement and, to the best of Seller's knowledge, there is no material request for union representation pending or threatened against Seller. Subject to a contingent six-month severance liability as set forth on the Seller Disclosure Schedule, the employment of each employee of Seller with respect to the Business is terminable at will without cost to Buyer. Seller has complied with all other applicable federal, state, and local laws relating to the employment of labor, including, but not limited to, the provisions thereof relative to wages, hours, collective bargaining, working conditions, and payment of taxes of any kind, with respect to the Business, and Seller is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing or has any obligations for any vacation, sick leave, or other compensatory time, except as reflected in the financial statements described in Section 4.1(d). All officers and independent contractors of Seller with respect to the Business are paid salaries or other compensation in accordance with the amounts set forth on Schedule "4.1(o)" hereto, and Schedule "4.1(o)" hereto correctly and accurately sets forth all salaries, expenses, and personal benefits paid to or accrued for all directors, officers, and principal shareholders of Seller with respect to the Business as of the date of this Agreement, all of which are reflected as appropriate in Seller's Base Balance Sheet.
Employee Benefit and Employment Matters. 23 4.12 Labor Agreements and Actions 25 4.13 Absence of Certain Changes 26 4.14
Employee Benefit and Employment Matters. (a) Schedule 4.11 contains a complete list of Employee Benefits which cover employees or former employees of the Company employed by the Federal Division. Except as set forth on Schedule 4.11, (i) the costs of all such Employee Benefits that are paid currently by the Federal Division are reflected as expenses in the Financial Statements; and (ii) the cost of such Employee Benefits which are, in whole or in part, not paid currently are adequately reserved for in the Financial Statements.
(b) Seller has delivered to Buyer accurate and complete copies of (i) the Pension Plans, (ii) the two most recent annual reports on Form 5500 filed with the Internal Revenue Service with respect to the Pension Plans, (if any such report was required), (iii) each trust agreement and group annuity contract relating to the Pension Plans, (iv) certified financial statements, if any, for the Pension Plans and (v) the two most recent actuarial reports prepared in connection with the Pension Plans and their funded status.
(c) All contributions to, and payments from, the Defined Benefit Plan required to have been made in accordance with the Defined Benefit Plan and, if applicable, Section 302 of ERISA or Section 412 of the Code, have been timely made. The funding method used in connection with the Defined Benefit Plan is acceptable under ERISA, and the actuarial assumptions used in connection with such funding, in the aggregate, are reasonable.
(d) Except as set forth on Schedule 4.11, the Pension Plans (and any related trust agreement or annuity contract or any other funding instrument) materially comply currently, and have materially complied in the past, both as to form and operation, with the provisions of ERISA and the Code (including Section 410(b) of the Code relating to coverage), where required in order to be tax-qualified under Section 401(a) of the Code, and all other applicable laws, rules and regulations; all necessary governmental approvals for such plans have been obtained. Except as set forth in Schedule 4.11, the Pension Plans have received a determination letter from the Internal Revenue Service to the effect that the Pension Plans (and any related trust agreements or annuity contracts or other funding instrument) are qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the best knowledge of Seller, has revocation been threatened, nor has any Pension Pl...
Employee Benefit and Employment Matters. 22 (u) Insurance . . . . . . . . . . . . . . . . . . . . . . . . . 24 (v) Conflicting Interest. . . . . . . . . . . . . . . . . . . . 24 (w) No Payments to Directors, Officers, Stockholders or Others . . . . . . . . . . . . . . . . . . . . . . . . . 24 (x) No Prohibited Payments. . . . . . . . . . . . . . . . . . . 24 (y)
