Common use of Employee Benefit Information Clause in Contracts

Employee Benefit Information. (a) Exhibit 5.01(m) contains an accurate and complete list of all Sellers Benefit Plan. None of Shareholder, Sellers or any Subsidiary or ERISA Affiliate of either is or ever has been obligated to make contributions to a "multiemployer plan", as defined in Section 3(37) of ERISA, or to a benefit plan subject to Title IV of ERISA. There is no amount or payment arising from or in connection with any Sellers Benefit Plan with respect to which Buyer is or will be liable to any Person, including, but not limited to, any Governmental Entity, any employee of Shareholder, Sellers, or any of their respective ERISA Affiliates. No individual is a party to an Employment Contract pertaining to the Business that will be effective on the Closing Date. (i) Each Employee Pension Benefit Plan listed on Exhibit 5.01(m) that is intended to be qualified under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to the most recent plan restatement and, to Shareholder's knowledge, nothing has occurred with respect to such Employee Pension Benefit Plan that could cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code; (ii) all contributions required to have been made under any Employee Pension Benefit Plan to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extensions) and no lien in favor of any such Employee Pension Benefit Plan has been imposed under Section 412(n) of the Code or Section 302(f) of ERISA; (iii) a true, correct, and complete copy of each of the following documents has been made available to or delivered to Buyer by Shareholder with respect to each Sellers Benefit Plan that covers any Sellers Employee: (A) plan document and amendments thereto, if any, and (B) summary plan description or written description; (iv) neither Shareholder, Sellers, nor any Subsidiary or ERISA Affiliate of either has incurred any outstanding liability under Sections 4041, 4042 or 4062 of ERISA; (v) none of Shareholder or Sellers maintains retiree life insurance or retiree health plans which are "welfare benefit plans" within the meaning of Section 3(1) of ERISA and which provide for continuing benefits or coverage for any participant or any beneficiary of a participant after such participant's termination of employment where such participant was an employee of Sellers or any of its Subsidiaries;

Employee Benefit Information. (i) Except as set forth on Disclosure Schedule 4.11(i), Company does not maintain, is not required to contribute to and has no liabilities with respect to any Employee Benefit Plans and no Company Personnel or dependent of such Company Personnel is entitled to any benefits except as provided for by the provisions of such Employee Benefit Plans or by applicable law. (ii) Sellers have provided Purchaser with (a) Exhibit 5.01(m) contains an accurate and complete list copies of all Sellers Employee Benefit Plans or in the case of any unwritten plan, a written description thereof, (b) copies of any annual, financial or actuarial reports and Internal Revenue Service determination letters relating to such Employee Benefit Plans and (c) copies of the most recent summary plan descriptions (whether or not required to be furnished under ERISA) and all material employee communications relating to such Employee Benefit Plans and distributed to Company Personnel. (iii) Except as set forth on Disclosure Schedule 4.11(iii), the events contemplated by this Agreement (either alone or together with any other event) will not (a) entitle any Company Personnel to severance pay, unemployment compensation, or other similar payments under any Employee Benefit Plan or law, (b) accelerate the time of payment or vesting or increase the amount of benefits due under any Employee Benefit Plan or compensation to any Company Personnel, (c) result in any payments (including parachute payments) under any Employee Benefit Plan or law, becoming due to any Company Personnel, or (d) terminate or modify or give a third party a right to terminate or modify the provisions or terms of any Employee Benefit Plan. None . (iv) The Global Combined Technologies, Inc. Employee Savings Plan (the _401(k) Plan_) is qualified under Sections 401(a) and 401(k) of Shareholder, Sellers the Code and the related trust is exempt from Tax under Section 501(a) of the Code and Company has no other employees' savings plans qualified under Section 401(a) or any Subsidiary other Section of the Code. The Internal Revenue Service has issued an opinion letter that the prototype plan to which the 401(k) Plan relates is so qualified and nothing, to Seller's knowledge, has occurred since the date of such letter to cause the letter to be no longer valid or ERISA Affiliate effective assuming the plan is amended on a timely basis to comply with changes to the Code, or other legislative, regulatory or administrative requirements subject to the remedial amendment period applicable to such Act. All contributions due with respect to the periods ending on or before the Closing Date to the 401(k) Plan have been timely made, and a pro rata portion of either the contributions (including matching contributions) for the plan year in which the Closing Date occurs shall have been made on or prior to the Closing Date for the period ending on the Closing Date. The Global Combined Technologies, Inc. Cafeteria Plan (the _Cafeteria Plan_) satisfies all the applicable provisions of Section 125 of the Code. (v) Neither Company nor any entity that is or ever was at any time treated as a single employer with Company under Section 414(b), (c), (m) or (o) of the Code has at any time (a) maintained, contributed to or been obligated required to make contribute to any plan under which more than one employer makes contributions to (within the meaning of Section 4064(a) of ERISA) or any plan that is a "multiemployer plan", multi-employer plan as defined in Section 3(37) of ERISA, (b) incurred or expects to a benefit plan subject incur any liability to the Pension Benefit Guaranty Corporation or otherwise under Title IV or ERISA (other than the payment of ERISA. There is no amount premiums none of which are overdue) or payment arising from (c) incurred or expects to incur liability in connection with any Sellers Benefit Plan with respect to which Buyer is or will be liable to any Person, including, but not limited to, any Governmental Entity, any employee of Shareholder, Sellers, or any of their respective ERISA Affiliates. No individual is a party to an Employment Contract pertaining to the Business that will be effective on the Closing Date. (i) Each Employee Pension Benefit Plan listed on Exhibit 5.01(m) that is intended to be qualified under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to the most recent plan restatement and, to Shareholder's knowledge, nothing has occurred with respect to such Employee Pension Benefit Plan that could cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code; (ii) all contributions required to have been made under any Employee Pension Benefit Plan to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extensions) and no lien in favor of any such Employee Pension Benefit Plan has been imposed under Section 412(n) of the Code or Section 302(f) of ERISA; (iii) a true, correct, and complete copy of each of the following documents has been made available to or delivered to Buyer by Shareholder with respect to each Sellers Benefit Plan that covers any Sellers Employee: (A) plan document and amendments thereto, if any, and (B) summary plan description or written description; (iv) neither Shareholder, Sellers, nor any Subsidiary or ERISA Affiliate of either has incurred any outstanding liability under Sections 4041, 4042 or 4062 of ERISA; (v) none of Shareholder or Sellers maintains retiree life insurance or retiree health plans which are "welfare benefit plans" _accumulated funding deficiency_ within the meaning of Section 3(1412 of the Code whether or not waived. (vi) Company has, in the conduct of ERISA the affairs of the Business of Company, complied in all material respects with all applicable laws, rules and which provide for continuing benefits regulations relating to the employment of labor, including those relating to wages, hours, terms and conditions of employment, collective bargaining and the payment of social security and similar Taxes. (vii) Company has not and prior to the Closing Date will not have suffered a _plant closing_ or coverage for any participant or any beneficiary _mass layoff_ within the meaning of a participant after such participant's termination the Worker Adjustment and Retraining Notification Act (_WARN_). (viii) Company has complied in all material respects with the Consolidated Omnibus Budget Reconciliation Act of employment where such participant was an employee of Sellers or any of its Subsidiaries;1984.

Employee Benefit Information. (i) Except as set forth on Disclosure Schedule 4.11(i), Company does not maintain, is not required to contribute to and has no liabilities with respect to any Employee Benefit Plans and no Company Personnel or dependent of such Company Personnel is entitled to any benefits except as provided for by the provisions of such Employee Benefit Plans or by applicable law. (ii) Sellers have provided Purchaser with (a) Exhibit 5.01(m) contains an accurate and complete list copies of all Sellers Employee Benefit Plans or in the case of any unwritten plan, a written description thereof, (b) copies of any annual, financial or actuarial reports and Internal Revenue Service determination letters relating to such Employee Benefit Plans and (c) copies of the most recent summary plan descriptions (whether or not required to be furnished under ERISA) and all material employee communications relating to such Employee Benefit Plans and distributed to Company Personnel. (iii) Except as set forth on Disclosure Schedule 4.11(iii), the events contemplated by this Agreement (either alone or together with any other event) will not (a) entitle any Company Personnel to severance pay, unemployment compensation, or other similar payments under any Employee Benefit Plan or law, (b) accelerate the time of payment or vesting or increase the amount of benefits due under any Employee Benefit Plan or compensation to any Company Personnel, (c) result in any payments (including parachute payments) under any Employee Benefit Plan or law, becoming due to any Company Personnel, or (d) terminate or modify or give a third party a right to terminate or modify the provisions or terms of any Employee Benefit Plan. None . (iv) The Acme Data Systems, Inc. Employee Savings Plan (the "401(k) Plan") is qualified under Sections 401(a) and 401(k) of Shareholder, Sellers the Code and the related trust is exempt from Tax under Section 501(a) of the Code and Company has no other employees' savings plans qualified under Section 401(a) or any Subsidiary other Section of the Code. The Internal Revenue Service has issued a determination letter that the prototype plan to which the 401(k) Plan relates is so qualified and nothing, to Seller's knowledge, has occurred since the date of such letter to cause the letter to be no longer valid or ERISA Affiliate effective assuming the plan is amended on a timely basis to comply with changes to the Code, or other legislative, regulatory or administrative requirements subject to the remedial amendment period applicable to such Act. All contributions due with respect to the periods ending on or before the Closing Date to the 401(k) Plan have been timely made, and a pro rata portion of either the contributions (including matching contributions) for the plan year in which the Closing Date occurs shall have been made on or prior to the Closing Date for the period ending on the Closing Date. The Acme Data Systems, Inc. Cafeteria Plan (the "Cafeteria Plan") satisfies all the applicable provisions of Section 125 of the Code. (v) Neither Company nor any entity that is or ever was at any time treated as a single employer with Company under Section 414(b), (c), (m) or (o) of the Code has at any time (a) maintained, contributed to or been obligated required to make contribute to any plan under which more than one employer makes contributions to (within the meaning of Section 4064(a) of ERISA) or any plan that is a "multiemployer plan", multi-employer plan as defined in Section 3(37) of ERISA, (b) incurred or expects to a benefit plan subject incur any liability to the Pension Benefit Guaranty Corporation or otherwise under Title IV or ERISA (other than the payment of ERISA. There is no amount premiums none of which are overdue) or payment arising from (c) incurred or expects to incur liability in connection with any Sellers Benefit Plan with respect to which Buyer is or will be liable to any Person, including, but not limited to, any Governmental Entity, any employee of Shareholder, Sellers, or any of their respective ERISA Affiliates. No individual is a party to an Employment Contract pertaining to the Business that will be effective on the Closing Date. (i) Each Employee Pension Benefit Plan listed on Exhibit 5.01(m) that is intended to be qualified under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to the most recent plan restatement and, to Shareholder's knowledge, nothing has occurred with respect to such Employee Pension Benefit Plan that could cause the loss of such qualification or exemption or the imposition of any material liability, penalty or tax under ERISA or the Code; (ii) all contributions required to have been made under any Employee Pension Benefit Plan to any funds or trusts established thereunder or in connection therewith have been made by the due date thereof (including any valid extensions) and no lien in favor of any such Employee Pension Benefit Plan has been imposed under Section 412(n) of the Code or Section 302(f) of ERISA; (iii) a true, correct, and complete copy of each of the following documents has been made available to or delivered to Buyer by Shareholder with respect to each Sellers Benefit Plan that covers any Sellers Employee: (A) plan document and amendments thereto, if any, and (B) summary plan description or written description; (iv) neither Shareholder, Sellers, nor any Subsidiary or ERISA Affiliate of either has incurred any outstanding liability under Sections 4041, 4042 or 4062 of ERISA; (v) none of Shareholder or Sellers maintains retiree life insurance or retiree health plans which are "welfare benefit plansaccumulated funding deficiency" within the meaning of Section 3(1412 of the Code whether or not waived. (vi) Company has, in the conduct of ERISA the affairs of the Business of Company, complied in all material respects with all applicable laws, rules and which provide for continuing benefits regulations relating to the employment of labor, including those relating to wages, hours, terms and conditions of employment, collective bargaining and the payment of social security and similar Taxes. (vii) Company has not and prior to the Closing Date will not have suffered a "plant closing" or coverage for any participant or any beneficiary "mass layoff" within the meaning of a participant after such participantthe Worker Adjustment and Retraining Notification Act ("WARN"). (viii) To Seller's termination knowledge, the Company has complied in all material respects with the Consolidated Omnibus Budget Reconciliation Act of employment where such participant was an employee of Sellers or any of its Subsidiaries;1984.