Employee Benefit Plans and Arrangements. Schedule 6.22 sets forth a complete and accurate list of each Benefit Plan covering any present or former officers, employees or directors of the Company. "Benefit Plan" means each "employee pension benefit plan" (as defined in Section 3(3) of ERISA, hereinafter a "Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(1) of ERISA, hereinafter a "Welfare Plan") and each other plan or arrangement (written or oral) relating to deferred compensation, bonus, performance compensation, stock purchase, stock option, stock appreciation, severance, vacation, sick leave, holiday pay, fringe benefits, personnel policy, reimbursement program, incentive, insurance, welfare or similar plan, program, policy or arrangement, in each case maintained or contributed to, or required to be maintained or contributed to, by the Company or its affiliates or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the Company, a "Commonly Controlled Entity") for the benefit of any present or former officer, employee or director. The Company has no intent or commitment to create any additional Benefit Plan or amend any Benefit Plan so as to increase benefits thereunder. The Company has not created any Benefit Plan or declared or paid any bonus compensation in contemplation of the transactions contemplated by this Agreement. A current, accurate and complete copy of each Benefit Plan has been made available to UniCapital. Except as disclosed on Schedule 6.22:
Employee Benefit Plans and Arrangements. There are no employee benefit plans in effect, and there are no unfunded liabilities to employees.
Employee Benefit Plans and Arrangements. The attached Schedule 7.4.2 is a true and complete list of all employment, profit sharing, deferred compensation, severance pay, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, welfare, or incentive plans, contracts, arrangements or practices maintained or contributed to by Seller and in which any one or more employees of Seller participates or is eligible to participate, including, without limitation, a complete list of all plans, agreements, arrangements or practices which constitute "fringe benefits" to any of the employees of Seller, including, but not limited to, vacation plans or programs, sick leave plans or programs, group medical insurance, group life insurance, disability insurance, workmen's compensation, supplemental unemployment benefits, other insurance coverage (including any self-insured arrangements) and related benefits, including, without limitation, any employee benefit plan (as defined in Section 3(3) of ERlSA), to which Seller is a party or by which it is bound (collectively, the "Employee Plans"). Copies of such plans (and, if applicable, related trust agreements) and all amendments and written interpretations thereto, if any, have been furnished to Buyer together with (i) the three most recent annual reports (Form 5500 including, if applicable, Schedule B thereto) prepared in connection with any such plan and (ii) the three most recent actuarial valuation reports prepared in connection with any such plan. Each Employee Plan has been maintained in substantial compliance with the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to ERISA and the Internal Revenue Code (the "Code"), that are applicable to such Plans. No "prohibited transaction", as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Employee Plan or any other employee benefit plan or arrangement maintained by Seller that is covered by Title I of ERISA and that could have a material adverse effect. No "accumulated funding deficiency", as defined in Section 412 of the Code, has been incurred with respect to any pension plan, whether or not waived. No condition exists that could constitute grounds for termination of the pension plan under Section 4042 of ERISA. Seller has not incurred any liability under Title IV of ERISA arising in connection with the termination of, or complete or partial withdrawal from, any plan covered or previously covered...
Employee Benefit Plans and Arrangements. (i) Schedule 3.1(s) hereto lists all employee benefit plans and collective bargaining, labor and employment agreements and severance agreements or other similar arrangements, whether or not in writing (together with all documents or instruments establishing or constituting any related trust, annuity contract or other funding instrument) to which the Company or any Subsidiary is (or ever has been) a party or by which the Company or any Subsidiary is (or ever has been) bound, including, without limitation, (1) any profit-sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, severance, or incentive compensation plan, agreement or arrangement, (2) any welfare benefit plan, agreement or arrangement or any plan, agreement or arrangement providing for "fringe benefits" or perquisites to employees, officers, directors or agents, including but not limited to benefits relating to automobiles, clubs, vacation, child care, parenting or maternity leave, sabbaticals, sick leave, medical expenses, dental expenses, disability, accidental death or dismemberment, hospitalization, life insurance and other types of insurance, (3) any employment agreement, or (4) any other "employee benefit plan" (within the meaning of Section 3(3) of ERISA).
(ii) The Sellers and the Company have delivered to Buyer true, correct and complete copies of all plan documents and/or contracts (including, where applicable, any documents and/or instruments establishing or constituting any related trust, annuity contract or funding instrument) and summary plan descriptions with respect to the plans, agreements and arrangements listed in Schedule 3.1(s) hereto, or summary descriptions of any such plans, agreements or arrangements not otherwise in writing. The Sellers and the Company have provided Buyer with true, correct and complete copies of the Form 5500 filed with respect to each plan
(iii) For each of the plans, agreements and arrangements identified in Schedule 3.1(s) hereto, there are no negotiations, demands or proposals that are pending or have been made since the dates of the respective items furnished pursuant to Section 3.1(s)(ii) hereto which concern matters now covered, or that would be covered, by plans, agreements or arrangements of the type described in this Section.
(iv) The Company, the Subsidiaries, and each of the plans, agreements and arrangements identified in Schedule 3.1(s) hereto are in full compliance with the applicabl...
Employee Benefit Plans and Arrangements. Schedule 6.22 sets forth a complete and accurate list of each Benefit Plan covering any present or former officers, employees or directors of the Company or its Subsidiary. "Benefit Plan" means each "employee pension benefit plan" (as defined in Section 3(2) of ERISA, hereinafter a "Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(1) of ERISA, hereinafter a "Welfare Plan") and each other plan or arrangement (written or oral) relating to deferred compensation, bonus, performance compensation, stock purchase, stock option, stock appreciation, severance, vacation, sick leave, holiday pay, fringe benefits, personnel policy, reimbursement program, incentive, insurance, welfare or similar plan, program, policy or arrangement, in each case maintained or contributed to, or required to be maintained or contributed to, by the Company or its Subsidiary or their respective affiliates or any other person or entity that, together with the Company or its Subsidiary, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the Company or its Subsidiary, a "Commonly Controlled Entity") for the benefit of any present or former officer, employee or director. The Company and its Subsidiary have no intent or commitment to create any additional Benefit Plan or amend any Benefit Plan so as to increase benefits thereunder. The Company and its Subsidiary have not created any Benefit Plan or declared or paid any bonus compensation in contemplation of the transactions contemplated by this Agreement. A current, accurate and complete copy of each Benefit Plan has been made available to UniCapital. Except as disclosed on Schedule 6.22:
Employee Benefit Plans and Arrangements. 16 6.23 Compliance with Law; Authorizations............................................................20 6.24
Employee Benefit Plans and Arrangements. SCHEDULE 3.1(P) hereto lists all written employee benefit plans and collective bargaining, labor and employment agreements and severance agreements or other similar arrangements (together with all documents or instruments establishing or constituting any related trust, annuity contract or other funding instrument), and whether or not legally enforceable, to which the Company is (or ever has been) a party or by which the Company is (or ever has been) bound, including (1) any profit-sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, severance, or incentive compensation plan, agreement or arrangement, (2) any welfare benefit plan, agreement or arrangement or any plan, agreement or arrangement providing for "fringe benefits" or perquisites to employees, officers, directors or agents, including benefits relating to automobiles, clubs, vacation, child care, parenting or maternity leave, sabbaticals, sick leave, medical expenses, dental expenses, disability, accidental death or dismemberment, hospitalization, life insurance and other types of insurance, (3) any employment agreement, or (4) any other "employee benefit plan" (within the meaning of Section 3(3) of ERISA) (each, a "Benefit Plan"). Each Benefit Plan has been maintained and contributed to in compliance with the requirements of Applicable Law, except for such failures to maintain or contribute that would not, in the aggregate, have a material adverse effect on the financial condition of the Company or on the Assets. The Company has paid and discharged when due all obligations and liabilities arising under such Benefit Plans and Applicable Law of a character which, if not paid or discharged, might result in the imposition of an Encumbrance (other than a Permitted Encumbrance) or the assertion of a liability enforceable against the Assets or the Buyer, which could have a material adverse effect on the financial condition of the Buyer or the Assets.
Employee Benefit Plans and Arrangements. 18 6.23 COMPLIANCE WITH LAW; AUTHORIZATIONS............................................................22 6.24
Employee Benefit Plans and Arrangements. 4.13.1 Schedule 4.13 lists each Employee Benefit Plan that the Company maintains or to which the Company contributes.
4.13.2 Each such Employee Benefit Plan (and each related trust, insurance contract or fund) subject to ERISA complies in form and in operation in accordance with its terms and in all material respects with the applicable requirements of ERISA, the Code and other applicable laws.
4.13.3 All required reports and descriptions, including Form 5500 Annual Reports, Summary Annual Reports, PBGC-1s and Summary Plan Descriptions, have been filed or distributed appropriately with respect to each Employee Benefit Plan subject to Title I of ERISA. The requirements of Part 6 of Subtitle B of Title 1 of ERISA and of Code Section4980B have materially been met with respect to each such Employee Benefit Plan which is an Employee Welfare Benefit Plan.
4.13.4 All contributions, including all employer contributions and employee salary reduction contributions, which are due prior to the date of this Agreement have been paid to each such Employee Benefit Plan which is a Pension Plan and all contributions which are due for any period ending on or before the Closing Date will have been paid on or before the Closing Date to each such Pension Plan or will have been accrued in accordance with the past custom and practice of the Company. All premiums or other payments which are due for all periods ending on or before the Closing Date will have been paid on or before the Closing Date with respect to each such Employee Benefit Plan which is an Employee Welfare Benefit Plan.
4.13.5 Each such Employee Benefit Plan which is a Pension Plan covering employees in the United States which is intended to be a "qualified plan" under Code Section 401(a) substantially meets the requirements of Code Section 401(a) and has received a favorable determination letter from the Internal Revenue Service or has pending an application for a determination letter which was timely filed.
4.13.6 The market value of assets under each such Employee Benefit Plan which is a Pension Plan that is covered by Title IV of ERISA and subject to the minimum funding standards of Section 412 of the Code covering employees in the United States, other than any Multiemployer Plan, equals or exceeds the present value of all vested and non-vested liabilities thereunder determined in accordance with the methods of the U.S. Pension Benefit Guaranty Corporation factors and assumptions applicable to such a Pension Pla...
Employee Benefit Plans and Arrangements. The Company has no employee benefit plans, pension plans or individual account plans or any other plans that covers any employee or former employee of the Company.
