Employee Benefit and Pension Plans. (a) Each Domestic Company and its ERISA Affiliates is in compliance in all material respects with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events, could reasonably be expected to result in material liability of any Domestic Company or any of its ERISA Affiliates or the imposition of a Lien on any of the assets of a Domestic Company. As of the date of the most recent financial statements, there is no accumulated funding deficiency (as defined by Section 412(a) of the Code). Each Company and its ERISA Affiliates are in compliance with the terms of the July 1999 agreement (and any amendments or related letters) between Holdings and the PBGC that addresses the Plans. Using actuarial assumptions and computation methods consistent with subpart 1 of subtitle E of Title IV of ERISA, the aggregate liabilities of each Company or its ERISA Affiliates to all Multiemployer Plans in the event of a complete withdrawal therefrom, as of the close of the most recent fiscal year of each such Multiemployer Plan, could not reasonably be expected to result in a Material Adverse Effect.
Employee Benefit and Pension Plans. (a) Except as listed in Schedule "U" attached hereto, the Vendor does not have, and is not subject to any present or future obligation or liability under, any pension plan, deferred compensation plan, retirement income plan, stock option or stock purchase plan, profit sharing plan, bonus plan or policy, employee group insurance plan, hospitalization plan, disability plan or other employee benefit plan, program, policy or practice, formal or informal, with respect to any of the employees of the Business, other than the Canada Pension Plan, R.S.C. 1985, c. C-8 and other similar health plans established pursuant to statute. Schedule "U" also lists the general policies, procedures and work-related rules in effect with respect to employees of the Business, whether written or oral, including but not limited to policies regarding holidays, sick leave, vacation, disability and death benefits, termination and severance pay, automobile allowances and rights to company-provided automobiles and expense reimbursements. (The plans, programs, policies, practices and procedures listed in Schedule "U" are hereinafter collectively called the "Benefit Plans"). Complete and correct copies of all documentation establishing or relating to the Benefit Plans listed in Schedule "U" or, where such Benefit Plans are oral commitments, written summaries of the terms thereof, and the most recent financial statements and actuarial reports related thereto and all reports and returns in respect thereof filed with any regulatory agency within three years prior to the date hereof have been provided to the Purchaser.
Employee Benefit and Pension Plans. (a) Section 4.23(a) of the Disclosure Letter contains an accurate and complete list of each Employee Plan. Seller has provided or made available to Buyer, to the extent applicable with respect to each Employee Plan, true, correct and complete copies of: (i) the plan document or agreement, including any amendments (or a written description of any unwritten Employee Plan which accurately describes all material provisions of such Employee Plan); (ii) any trust agreement, insurance contract, or any other funding vehicle or service agreement; (iii) any summary plan description and summary of material modifications; (iv) the most recent IRS determination letter, if applicable; (v) Form 5500 reports (including applicable schedules and attachments thereto) filed for the last three plan years or, in the case of a Foreign Plan that will be assumed by Buyer, such similar report, statement or information return required to be filed with, or delivered to, any Government Authority having jurisdiction with respect to such Foreign Plan and (vi) the most recent financial statements, the most recent actuarial valuation report and current funding and investment information related thereto. Seller has also provided or made available to Buyer a true, correct and complete copy of any employee handbook applicable to the Business employees.
Employee Benefit and Pension Plans. With respect to the Employee Benefit Plans of the Company and each of the Subsidiaries (if any):
Employee Benefit and Pension Plans. (a) Except as listed in Schedule 3.1(42) attached hereto, the Company does not have, and is not subject to any present or future obligation or liability under, any pension plan, deferred compensation plan, retirement income plan, stock option or stock purchase plan, profit sharing plan, bonus plan or policy, employee group insurance plan, hospitalization plan, disability plan or other employee benefit plan, program, policy or practice, formal or informal, with respect to any of its employees, other than the Canada Pension Plan, R.S.C. 1985, c. C-8, and the Health Insurance Act, R.S.O. 1990, c. H.6 (Ontario) and other similar health plans established pursuant to statute. Schedule 3.1(42) also lists the general policies, procedures and work-related rules in effect with respect to employees of the Company, whether written or oral, including but not limited to policies regarding holidays, sick leave, vacation, disability and death benefits, termination and severance pay, automobile allowances and rights to company-provided automobiles and expense reimbursements. (The plans, programs, policies, practices and procedures listed in Schedule 3.1(42) are hereinafter collectively called the "Benefit Plans"). Complete and correct copies of all documentation establishing or relating to the Benefit Plans listed in Schedule 3.1(42) or, where such Benefit Plans are oral commitments, written summaries of the terms thereof, and the most recent financial statements and actuarial reports related thereto and all reports and returns in respect thereof filed with any regulatory agency within three years prior to the date hereof have been provided to the Purchaser.
Employee Benefit and Pension Plans funded pursuant to this Agreement shall be administered by a Joint Board of Trustees composed of an equal number of Employer and Employee members and governed by the respective "Trust Agreements".
Employee Benefit and Pension Plans. (a) Schedule 5.16 contains a true and complete list of each employee benefit plan, and each deferred compensation, stock option, stock purchase, bonus, medical, welfare, disability, severance or termination pay, insurance or incentive plan, and each other employee benefit plan, program, agreement or arrangement, (whether funded or unfunded, written or oral, qualified or nonqualified), sponsored, maintained or contributed to or required to be contributed to by the Company or any other Person for the benefit of any employee, former employee, leased employee or former leased employee, director, officer, shareholder or independent contractor of the Company. The Company has no liability with respect to any plan, arrangement or practice of the type described in this Section 5.16 other than the Employee Benefit Plans set forth on Schedule 5.16.
Employee Benefit and Pension Plans. (a) Except as listed in Schedule "U" attached hereto, the Corporation do not have, and is not subject to any present or future obligation or liability under, any pension plan, deferred compensation plan, retirement income plan, stock option or stock purchase plan, profit sharing plan, bonus plan or policy, employee group insurance plan, hospitalization plan, disability plan or other employee benefit plan, program, policy or practice, formal or informal, with respect to any of its employees, other than any Government Required Pension Plan and any health plans established pursuant to state or federal statute. Schedule "U" also lists the general policies, procedures and work-related rules in effect with respect to employees of the Corporation, whether written or oral, including but not limited to policies regarding holidays, sick leave, vacation, disability and death benefits, termination and severance pay, automobile allowances and rights to company-provided automobiles and expense reimbursements. (The plans, programs, policies, practices and procedures listed in Schedule "U" are collectively called the "Benefit Plans".) Complete and correct copies of all documentation establishing or relating to the Benefit Plans listed in Schedule "U" or, where such Benefit Plans are oral commitments, written summaries of the terms thereof, and the most recent financial statements and actuarial reports related thereto and all reports and returns in respect thereof filed with any regulatory agency within three years prior to the date hereof have been provided to the Purchaser.
Employee Benefit and Pension Plans. Regent has not incurred: (i) any material accumulated funding deficiency within the meaning of ERISA; or (ii) any material liability to the Pension Benefit Guaranty Corporation established under ERISA (or any successor thereto under ERISA) in connection with any pension plan established or maintained by it. Regent has not had any Tax assessed against it by the Internal Revenue Service for any alleged violation under Section 4975 of the Internal Revenue Code. To Regent's best knowledge, Regent does not have any unfunded liability under a plan or a contingent liability with withdrawal from a multi-employer pension plan except as disclosed in the Financial Statements. It is not a principal purpose of the transactions contemplated by this Agreement to evade or avoid liability under Sections 4069 or 4212 of ERISA. Regent does not have any liability with respect to any withdrawal from a multiemployer plan by any "person" within the meaning of ERISA Sec. 3(9) which would be regarded together with the Regent as a "single employer" under Code Sections 414(b), (c), (m) or (o). Regent has not ever maintained or contributed to a defined benefit pension plan, as defined in Section 3(35) of ERISA.
Employee Benefit and Pension Plans. Except as set forth in Schedule 3.10, SCii and its Subsidiaries do not participate in or contribute to any retirement plans, profit-sharing schemes, incentive plans or other optional social regimes (the "Benefit Plans") in favor of present or past employees or in favor of the heirs or present or past employees other than those required by applicable laws, regulations, collective bargaining agreements for the industry and company collective labor agreement with SCii and its Subsidiaries. SCii and its Subsidiaries are in compliance in all material respects with their obligations under the Benefit Plans and the social regimes that generally cover: death, work incapacity, disability, health and unemployment required by applicable laws, regulations, collective bargaining agreements for the industry and company collective labor agreements with SCii and its Subsidiaries. SCii and its Subsidiaries have no direct or indirect actual or contingent liability for any Benefit Plan or any social regimes required by applicable laws, regulations, collective bargaining agreements for the industry and company collective labor agreements, other than to make payments for contributions, premiums or benefits when due. All such payments have been made on a timely basis.
