Employee Benefit and Pension Plans. (a) Except as listed in Schedule 4.7(5)(a), neither the Corporation nor any Subsidiary has, and is not subject to any present or future obligation or liability under, any written or oral pension plan, deferred compensation plan, incentive compensation plan, retirement income plan, stock option or stock purchase plan, stock appreciation plan, phantom stock option plan, retirement plan, salary continuation plan, severance plan, supplemental unemployment plan, profit sharing plan, commission plan, bonus plan or policy, employee group insurance plan, hospitalization plan, disability plan, health, welfare, medical or dental plan or other employee benefit plan, program, policy, arrangement or practice, formal or informal, with respect to any of its employees, other than pursuant to Applicable Law, including the Canada Pension Plan Act and health insurance legislation.
(b) Schedule 4.7(5)(b) lists the general policies, procedures and work-related rules in effect with respect to employees of the Corporation, whether written or oral, including policies regarding holiday, 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, arrangements and procedures listed in Schedule 4.7(5)(a) and Schedule 4.7(5)(b) are collectively called the “Benefit Plans”). Complete and correct copies of all documentation establishing or relating to the Benefit Plans (including the documentation provided in respect of the Benefit Plans of the South American Subsidiaries) 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 or other Governmental Authority within three years prior to the date hereof have been provided to the Purchaser.
(c) The pension plans included in the Benefit Plans are registered under and are in compliance with all Applicable Laws, and all reports, returns and filings required to be made thereunder have been made. Such pension plans have been administered in accordance with their terms and the provisions of Applicable Law. The booklets, brochures, summaries, descriptions and manuals prepared for, and circulated to, the employees concerning each Benefit Plan together with all written communications of a general natu...
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.
(b) Except as set forth in Schedule 3.16, the Canadian Pension Plans are duly registered under the ITA and all other applicable laws which require registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations of any Canadian Loan Party (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. There are no outstanding disputes concerning the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Each of the Canadian Pension Plans is fully funded in accordance with the contribution schedules determined by the Plan actuary (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable governmental authorities and which are consistent with generally accepted actuarial principles). General Cable Canada does not employ any employees outside of Canada.
(c) Each Foreign Plan has been maintained in su...
Employee Benefit and Pension Plans. (i) Xxxxxx has provided true and complete copies (or, in the case of bonus or other incentive plans, summaries thereof and financial data with respect thereto) of all material pension, retirement, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, bonus or other material incentive plans, all other material employee programs, arrangements or agreements, whether arrived at through collective bargaining or otherwise, all material medical, vision, dental or other health plans, all life insurance plans and all other material employee benefit plans or fringe benefit plans, including, without limitation, all "employee benefit plans" as that term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), currently adopted by, maintained by, sponsored in whole or in part by, or contributed to by Xxxxxx or any Affiliate thereof for the benefit of any employee or under which any employee is eligible to participate and under which Xxxxxx could have any liability contingent or otherwise (collectively, the "Xxxxxx Benefit Plans"). Any of the Xxxxxx Benefit Plans which is an "employee pension benefit plan", as that term is defined in Section 3(2) of ERISA, is referred to herein as a "Xxxxxx ERISA Plan". No Xxxxxx Benefit Plan is or has been a multi-employer plan within the meaning of Section 3(37) of ERISA. Schedule 7(y) of the Xxxxxx Disclosure Schedule lists of all of the Xxxxxx Benefit Plans.
(ii) All Xxxxxx Benefit Plans are in compliance with the applicable terms of ERISA and the Code and any other applicable laws, rules and regulations, such that any violation thereof would not have a Material Adverse Effect on Xxxxxx.
(iii) All liabilities under any Xxxxxx Benefit Plan are fully accrued or reserved against in all material respects in the Xxxxxx Financial Statements in accordance with GAAP. No Xxxxxx ERISA Plan which is a defined benefit pension plan has any "unfunded current liability", as that term is defined in Section 302(d)(8)(A) of ERISA, and the present fair market value of the assets of any such plan exceeds the plan's "benefit liabilities", as that term is defined in Section 4001(a)(16) of ERISA, when determined under actuarial factors that would apply if the plan terminated in accordance with all applicable legal requirements.
(iv) Xxxxxx has no obligations for retiree health and life benefits under any Xxxxxx Benefit Plan or otherwise. There are no restrict...
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.
(b) Except as set forth on Section 4.23(b) of the Disclosure Letter, the Seller Group does not have, and is not subject to, any material present or future obligation or material liability that would be included in the Assumed Liabilities or the Remaining Canadian Obligations under any Employee Plan, other than obligations for payment not yet due with respect to statutory benefit plans including the Canada Pension Plan, Quebec Pension Plan or other statutory Foreign Plans and plans administered pursuant to applicable health, tax, workplace safety insurance and employment insurance legislation.
(i) Each Employee Plan has been operated and administered in all material respects in accordance with its terms and in material compliance with all applicable Laws; (ii) there has been no non-exempt “prohibited transaction” (within the meaning of Section 406 of ERISA and Section 4975 of the Code) with respect to any Employee Plan; (iii) each Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to be exempt from tax under Section 501(a) of the Code has received a favorable determination letter from the IRS with respect...
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. Except as listed in Schedule S attached hereto, the Corporate Group 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.
Employee Benefit and Pension Plans. Except as set forth on Section 5(l) of the Disclosure Schedule, (i) there are no pension, stock option or stock incentive, life insurance, disability or similar plans, arrangements or obligations of DSC or its Subsidiaries for the employees listed on Section 7(f) of the Disclosure Schedule and neither DSC nor its Subsidiaries has an obligation (whether legally binding or established by custom) to pay any pension or make any other payment after retirement or death or otherwise to provide "relevant benefits" within the meaning of Section 612 of the Income and Corporation Taxes Act of 1988, as amended, to or in respect of any such employee; (ii) DSC has supplied to Airspan copies of all material standard form literature issued to such employees about the items listed on Section 5(l) of the Disclosure Schedule; and (iii) all amounts due to any insurance company in connection with the items listed on Section 5(l) of the Disclosure Schedule have been paid or are included in the Assumed Liabilities.
Employee Benefit and Pension Plans. With respect to the Employee Benefit Plans of the Company and each of the Subsidiaries (if any):
(a) The Company and each of the Subsidiaries do not maintain nor have any direct or indirect obligation under and has not in the six year period preceding the date of this Agreement maintained or had any such obligation under any Employee Pension Benefit Plan (the "Pension Plans"), Employee Welfare Benefit Plan (the "Welfare Plans") or other employee benefits plans for its employees. members or service providers except as expressly stated in the Disclosure Letter. Collectively, the Pension Plans and the Welfare Plans shall hereafter be referred to as the "Employee Plans"; provided, that, such term does not include any arrangement that has been terminated and completely wound up and with respect to which neither the Company nor any Subsidiary has any continuing or future obligation or liability. With respect to each Employee Plan, to the extent applicable, true and complete copies of each (i) Employee Plan document, including, with respect to any Employee Plan that is a prototype instrument, its adoption agreement, (ii) trust or other funding instruments, (iii) summary description prepared for participants,
Employee Benefit and Pension Plans. (a) Except as listed in Schedule 3.1(49)(a) attached hereto, the QNX Group 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, written or verbal, 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 Laws. Schedule 3.1(49)(a) 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 3.1(49)(a) are hereinafter collectively called the "Benefit Plans"). Complete and correct copies of all documentation establishing or relating to the Benefit Plans, 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.
(b) There is no pending claim by any employee covered under the Benefit Plans or by any other person which alleges a breach of fiduciary duties or violation of governing law or which may result in liability to the employer and, to the best of the knowledge of the QNX Group, there is no basis for such a claim. There are no employees of the Business or former employees who are receiving from the QNX Group any pension or retirement payments or who are entitled to receive any such payments not covered by a pension plan to which the QNX Group is a party.
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.
(b) The pension plans set out in Schedule 5.16 (the “Company Pension Plans”) are the only arrangement under which the Company has or may have any obligation whether or not legally binding) to provide or contribute towards pension, lump sum, death, ill-health, disability or accident benefits in respect of the Employees, and no proposal or announcement has been made to any Employee about the introduction, continuance, increase or improvement of, or payment of a contribution towards any other pension, lump sum, death, ill-health, disability or accident benefit.
(c) Full details of the Company Pension Plans are set out in Schedule 5.16, including:
(i) copies of all documentation governing these plans and of any announcements, explanatory booklets and accounts relating to it; and
(ii) a list of all Employees who are members or eligible for membership of the Company Pension Plans with all details relevant to their membership and necessary to establish their entitlements under the Pension Plan.
(d) All contributions, insurance premiums, taxes and expenses due to and in respect of the Company Pension Plans have been duly paid and there are no liabilities outstanding in respect of the Company Pension Plans at the date of this Agreement.
(e) The Company Pension Plans are approved by the Board of the Inland Revenue for the purposes of Chapter I of Part XIV of the Income and Corporation Taxes Act 1988 and there is no reason known to the Company or the Shareholder why such approval may be withdrawn.
(f) If the Company Pension Plans are contracted-out schemes within the meaning of the Pxxxxxx Xxxxxxx Xxx 0000, there is in force a contra...
