Employee Benefit Matters. (a) Prior to the date hereof, the Company has made available to Buyer true and correct copies of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of each such Company or any spouse or dependent of such individual, or under which the Company or any of their ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (each, a “Benefit Plan”).
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.), Membership Interest Purchase Agreement (Hightimes Holding Corp.)
Employee Benefit Matters. (a) Prior to Section 4.19(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.19(a) of the Disclosure Schedules, each, a “Benefit Plan”).
Appears in 3 contracts
Samples: Asset Purchase Agreement (Singing Machine Co Inc), Asset Purchase Agreement (Kindcard, Inc.), Asset Purchase Agreement (Tattooed Chef, Inc.)
Employee Benefit Matters. (a) Prior to Section 4.21(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.21(a) of the Disclosure Schedules, each, a “Benefit Plan”).
Appears in 2 contracts
Samples: Securities Purchase Agreement (Upexi, Inc.), Securities Purchase Agreement (Upexi, Inc.)
Employee Benefit Matters. (a) Prior to Section 3.18(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.18(a) of the Disclosure Schedules, each, a “Benefit Plan”).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Kingsway Financial Services Inc), Membership Interest Purchase Agreement (Kingsway Financial Services Inc)
Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “"employee benefit plan” " within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (each, a each an “Employee Benefit Plan”).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Wavedancer, Inc.), Stock Purchase Agreement (Wavedancer, Inc.)
Employee Benefit Matters. (a) Prior to the date hereof, the Company has made available to Buyer Schedule 4.19(a) contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case case, whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been in the prior six-year period maintained, sponsored, contributed to, or required to be contributed to by the Company a Seller for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company a Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed in Schedule 4.19(a), each, a “Benefit Plan”). No Benefit Plan has been maintained, sponsored, contributed to, or required to be contributed to by a Seller primarily for the benefit of employees of the Business outside of the United States.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Uncommon Giving Corp), Asset Purchase Agreement (Uncommon Giving Corp)
Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each material pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disabilityoff, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company or any of its ERISA Affiliates for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any of its ERISA Affiliates or any spouse or dependent of such individual, or under which the Company or Company, any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer Parent or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”).
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Quality Systems, Inc)
Employee Benefit Matters. (a) Prior to Section 4.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “"employee benefit plan” " within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Xxxxxx for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of each such Company Xxxxxx or any spouse or dependent of such individual, or under which the Company Xxxxxx or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer Denim or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.20(a) of the Disclosure Schedules, each, a “"Benefit Plan”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Digital Brands Group, Inc.), Agreement and Plan of Merger (Denim LA, Inc.)
Employee Benefit Matters. (a) Prior to Section 3.16(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.16(a) of the Disclosure Schedules, each, a “Benefit Plan”).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (NewAge, Inc.)
Employee Benefit Matters. (a) Prior to Section 4.18(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.18 (a) of the Disclosure Schedules, each, a “Benefit Plan”).
Appears in 1 contract
Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “"employee benefit plan” " within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “"Benefit Plan”").
Appears in 1 contract
Employee Benefit Matters. (a) Prior to Section 4.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.20(a) of the Disclosure Schedules, each, a “Benefit Plan”).
Appears in 1 contract
Employee Benefit Matters. (a) Prior to Section 3.19(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.19(a) of the Disclosure Schedules, each, a “Benefit Plan”). The Company has separately identified in Section 3.19(a) of the Disclosure Schedules each Benefit Plan that contains a change in control provision.
Appears in 1 contract
Samples: Stock Purchase Agreement (Bio Key International Inc)
Employee Benefit Matters. (a) Prior to Section 4.19(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of each such Company Key Employee or any spouse or dependent of such individual, or under which the Company Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.19(a) of the Disclosure Schedules, each, a “Benefit Plan”).
Appears in 1 contract
Samples: Asset Purchase Agreement (Cryo Cell International Inc)
Employee Benefit Matters. (a) Prior to Section 4.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, termination, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Sellers for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company Sellers or any of their ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.20(a) of the Disclosure Schedules, each, a “Benefit Plan”).
Appears in 1 contract
Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”). The Company has separately identified in Section 3.20(a) of the Disclosure Schedules each Benefit Plan that contains a change in control provision.
Appears in 1 contract
Samples: Stock Purchase Agreement (AgEagle Aerial Systems Inc.)
Employee Benefit Matters. (a) Prior to Section 3.18(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.18(a) of the Disclosure Schedules, each, a “Benefit Plan”). The Company has separately identified in Section 3.18(a) of the Disclosure Schedules each Benefit Plan that contains a change in control provision.
Appears in 1 contract
Employee Benefit Matters. (a) Prior Each Acquired Company does not maintain, sponsor, contribute to, or is required to the date hereof, the Company contribute to or has made available to Buyer true and correct copies of each any Liability for any pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity or other equity, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managermanaging member, retiree, independent contractor or consultant of each such any Acquired Company or any spouse or dependent of such individualindividual (each, a “Benefit Plan”). Each Acquired Company has never maintained, sponsored, contributed to, or under which the Company or any of their ERISA Affiliates has or may have any Liabilitybeen required to contribute to, or with respect to which Buyer or had any Liability for any Benefit Plan. Neither Salt Blockchain nor any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (eachotherwise, a “with respect to any Benefit Plan”).
Appears in 1 contract
Samples: Membership Interest Purchase and License Agreement (Salt Blockchain Inc.)
Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-profit- sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”). Section 3.20(a) of the Disclosure Schedules identifies each Benefit Plan that includes a change-of-control clause.
Appears in 1 contract
Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, commission, performance award, phantom equity, equity or other equity-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, to or required to be contributed to by the Company for the benefit of any current or former employee, officer, manager, retireedirector, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (each, a “Benefit Plan”).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (GameSquare Holdings, Inc.)
Employee Benefit Matters. (a) Prior to the date hereof, the Company has made available to Buyer Disclosure Schedule 3.20(a) contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, membership interest or other equitymembership interest-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-tax- qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the a Company Party for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company Party or any spouse or dependent of such individual, or under which the such Company Party or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Disclosure Schedule 3.20(a), each, a “Benefit Plan”). The Sellers have separately identified in Disclosure Schedule 3.20(a) each Benefit Plan that contains a change in control provision.
Appears in 1 contract
Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each material pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”).
Appears in 1 contract
Employee Benefit Matters. (a) Prior to Section 4.17(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.17(a) of the Disclosure Schedules, each, a “Benefit Plan”).
Appears in 1 contract
Samples: Asset Purchase Agreement (Smith Micro Software, Inc)
Employee Benefit Matters. (a) Prior to Section 3.21(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each material pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.21(a) of the Disclosure Schedules, each, a “Benefit Plan”).
Appears in 1 contract
Samples: Securities Purchase Agreement (Accel Entertainment, Inc.)
Employee Benefit Matters. (a) Prior to the date hereof, Section 3.25(a) of the Company has made available to Buyer true and correct copies Disclosure Schedules contains a complete list of each currently effective pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case case, whether or not reduced to writing and whether funded or unfunded, including each “which would be included as an "employee benefit plan” " within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISAqualified, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liabilityliability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liabilityliability, contingent or otherwise (as listed on Section 3.25(a) of the Company Disclosure Schedules, each, a “Benefit Plan”).
Appears in 1 contract
Samples: Stock Purchase Agreement (Zynex Inc)
Employee Benefit Matters. (a) Prior to Section 4.19(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe-benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller or its ERISA Affiliates for the benefit of any current or former employee, officer, manager, retiree, independent contractor or consultant of each such Company Transaction Employees or any spouse or dependent of such individual, or under which the Company Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.19(a) of the Disclosure Schedules, each, a “Benefit Plan”).
Appears in 1 contract
Employee Benefit Matters. (a) Prior to Section 3.17(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.17(a) of the Disclosure Schedules, each, a “Benefit Plan”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tenax Therapeutics, Inc.)
Employee Benefit Matters. (a) Prior to the date hereof, the Company has made available to Buyer Schedule 3.19(a) contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit benefit, and any other similar agreement, plan, policy, program program, or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor contractor, or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Schedule 3.19(a), each, a “Benefit Plan”). The Company has separately identified on Schedule 3.19(a) each Benefit Plan that contains a change in control provision.
Appears in 1 contract
Employee Benefit Matters. (a) Prior to Section 4.17(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-profit- sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe fringe- benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company the Business or any spouse or dependent of such individual, or under which the Company Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 4.17(a) of the Disclosure Schedules, each, a “Benefit Plan”).
Appears in 1 contract
Employee Benefit Matters. (a) Prior to Section 3.18(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, director, manager, partner, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (each, a “Benefit Plan”).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Kingsway Financial Services Inc)
Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedules contains a true and correct copies complete list of each pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock- based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company Seller for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such Company Seller or any spouse or dependent of such xxxxx individual, or under which the Company Seller or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed in Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”).
Appears in 1 contract
Employee Benefit Matters. (a) Prior to Section 3.20(a) of the date hereof, the Company has made available to Buyer Disclosure Schedule contains a true and correct copies complete list of each material pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity equity, stock or other equitystock-based, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria, fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, managerdirector, retiree, independent contractor or consultant of each such the Company or any spouse or dependent of such individual, or under which the Company or any of their its ERISA Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedule, each, a “Benefit Plan”).
Appears in 1 contract
Samples: Stock and Warrant Purchase Agreement (Wavedancer, Inc.)