Employee Benefit Plans and Benefit Arrangements. MPC has provided to DPW copies of all existing Employee Benefit Plans and all such Employee Benefit Plans are listed on Schedule 3.12.
(a) Each Employee Benefit Plan (and each related trust, insurance contract, or fund) complies in form and in operation in all material respects with the applicable requirements of the applicable laws in the United States governing pensions and other Employee Benefit Plans.
(b) MPC’s execution of, and the consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee, officer, director, agent or consultant of MPC to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement or (ii) accelerate the time of payment or vesting, or increase the amount of any compensation or other benefit (whether under any Employee Benefit Plan or otherwise) to any such employee, officer, director, agent or consultant.
(c) There are no pending claims by or on behalf of any Employee Benefit Plan or by or on behalf of any individual participant or beneficiary of an Employee Benefit Plan alleging breach of fiduciary duty or breach of any provision of the Employee Benefit Plan to pay benefits on the part of MPC or any of its officers, directors or employees, nor to the Knowledge of the Stockholders, is there any threatened claim or any basis for such a claim.
Employee Benefit Plans and Benefit Arrangements. (a) Schedule 3.19(a) identifies each Employee Plan. The Company has made available prior to the date of this Agreement to Purchaser true, correct and complete copies of the Employee Plans (and, if applicable, related trust agreements) and all amendments thereto, together with the three most recent annual reports (Form 5500 including audited financial statements and, if applicable, Schedule B thereto) and, if applicable, the most recent actuarial valuation report prepared in connection with any Employee Plan.
(b) No member of the Seller ERISA Group (i) currently maintains or sponsors any Employee Plan which is (A) a Multiemployer Plan; (B) a Pension Plan; (C) any plan that is subject to Section 412 of the Code; or (D) any plan maintained in connection with any trust described in section 501(c)(9) of the Code; or (ii) has at any time within the past six (6) years maintained or sponsored any such plan.
(c) No transaction prohibited by Section 406 of ERISA or Section 4975 of the Code has occurred with respect to any Employee Plan which is covered by Title I of ERISA, which transaction has or will cause any member of the Seller ERISA Group to incur any material Liability under ERISA, the Code or otherwise, excluding transactions effected pursuant to and in compliance with a statutory or administrative exemption. No member of the Seller ERISA Group has knowingly participated in a violation of Part 4 of Title I, Subtitle B of ERISA, by any plan fiduciary of any Employee Plan which could result in the imposition or assessment of any material Liability on the Company, its Subsidiaries or Purchaser. The Secretary of Labor has not assessed any member of the Seller ERISA Group any civil penalty under section 502 of ERISA that remains unpaid.
(d) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has, except as disclosed on Schedule 3.19(d), received a determination letter from the Internal Revenue Service that such Plan is so qualified or, pursuant to IRS Announcement 2001-77, is entitled to rely on an opinion or notification letter issued to the sponsor of a pre-approved plan document and that any related trust is exempt from tax under Section 501(a) of the Code. The Company has provided Purchaser, prior to the date hereof, with the most recent determination, opinion, or notification letter (as applicable) issued by the Internal Revenue Service relating to each such Employee Plan. Each Employee Plan has been maintained in compliance ...
Employee Benefit Plans and Benefit Arrangements. MTIX has provided to AIC copies of all existing Employee Benefit Plans and all such Employee Benefit Plans are listed on Schedule 3.12.
(a) Each Employee Benefit Plan (and each related trust, insurance contract, or fund) complies in form and in operation in all material respects with the applicable requirements of the applicable laws in England governing pensions and other Employee Benefit Plans.
(b) MTIX’s execution of, and the consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee, officer, director, agent or consultant of MTIX to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement or (ii) accelerate the time of payment or vesting, or increase the amount of any compensation or other benefit (whether under any Employee Benefit Plan or otherwise) to any such employee, officer, director, agent or consultant.
(c) There are no pending claims by or on behalf of any Employee Benefit Plan or by or on behalf of any individual participant or beneficiary of an Employee Benefit Plan alleging breach of fiduciary duty or breach of any provision of the Employee Benefit Plan to pay benefits on the part of MTIX or any of its officers, directors or employees, nor to the knowledge of the MTIX Shareholders, is there any threatened claim or any basis for such a claim.
Employee Benefit Plans and Benefit Arrangements. (A) Section 8.3(A)1. shall apply to the Employee Plan that is the Profit Sharing Plan, Section 8.3(A)2. shall apply to Employee Plans and Benefit Arrangements other than the Profit Sharing Plan, and Section 8.3(A)3. shall apply to the actions agreed to in Sections 8.3(A)1. and 8.3(A)2. herein.
Employee Benefit Plans and Benefit Arrangements. The Company has provided the Purchaser copies of all existing Employee Benefit Plans and all such Employee Benefit Plans are listed on Schedule 4.15.
(a) Each Employee Benefit Plan (and each related trust, insurance contract, or fund) complies in form and in operation in all material respects with the applicable requirements of the applicable Laws in England governing pensions and other Employee Benefit Plans.
(b) None of the Company’s, the Sellers’ or the Sellers’ Representative’s execution of, and the consummation of the transactions contemplated by this Agreement will (i) entitle any current or former employee, officer, director, agent or consultant of the Company to severance pay, unemployment compensation or any other payment, except as expressly provided in this Agreement or (ii) accelerate the time of payment or vesting, or increase the amount of any compensation or other benefit (whether under any Employee Benefit Plan or otherwise) to any such employee, officer, Director, agent or consultant.
(c) There are no pending claims by or on behalf of any Employee Benefit Plan or by or on behalf of any individual participant or beneficiary of an Employee Benefit Plan alleging breach of fiduciary duty or breach of any provision of the Employee Benefit Plan to pay benefits on the part of the Company or any of its officers, directors or employees, nor to the knowledge of the Sellers, is there any threatened claim or any basis for such a claim.
Employee Benefit Plans and Benefit Arrangements. Set forth on Schedule 3.2.14 is a list and brief description of all Employee Benefit Plans and all material Benefit Arrangements. With respect to each of those Employee Benefit Plans and Benefit Arrangements, the Company has, to the extent applicable, delivered to the Purchasers copies of: (a) all plan and related trust documents (including amendments): (b) the most recent summary plan description and the most recent annual report and actuarial report; and (c) the most recent determination letter from the Internal Revenue Service; no event has occurred for which, and there exists no condition or set of circumstances under which, to the best of the knowledge of the Company, the Company or any of its Subsidiaries or any Pension Plan could be subject to any material liability under Section 502 of ERISA or Section 4975 of the Internal Revenue Code of 1986 (the "Code"). With respect to each such Employee Benefit Plan and Benefit Arrangement: (x) the Company and each of its Subsidiaries are in compliance in all material respects with the terms of the Employee Benefit Plan or Benefit Arrangement and with the requirements prescribed by all applicable statutes, orders and governmental rules and regulations, including, but not limited to, ERISA and the Code; (y) each Pension Plan intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification; its related trust has been determined to be exempt from taxation under Section 501(a) of the Code; and nothing has occurred that would adversely affect such qualification or exemption; and (z) there are no actions, qualification or exemption; and (z) there are no actions, proceedings or investigations (other than routine claims for benefits) pending or, to the best of the knowledge of the Company, threatened in respect of any Employee Benefit Plan or Benefit Amount.
Employee Benefit Plans and Benefit Arrangements. Schedule 3.16 sets forth a list of all Employee Benefit Plans and Benefit Arrangements applicable to Seller. There are no unfunded obligations relating to any Employee Benefit Plan or Benefit Arrangement. Each Employee Benefit Plan and Benefit Arrangement (and each related trust, insurance contract or fund) complies in form and in operation with all applicable laws.
Employee Benefit Plans and Benefit Arrangements. Prior to the Closing, Sellers shall, at their sole expense and with no adverse tax or other consequences to the Corporation or Purchaser, cause all Employee Plans (other than the Profit Sharing Plan) and Benefit Arrangements to be terminated effective as of the day prior to the Closing Date. Each Employee Plan that is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) shall be liable for any and all claims for benefits by any individual for covered expenses incurred, or attributable to events that occurred, prior to the Closing Date. At or prior to the Closing, but effective as of the Closing Date, Sellers shall, at their sole expense and with no adverse tax or other consequences to the Corporation or Purchaser, (i) cause the Corporation to cease to be the sponsor and an adopting employer under the Profit Sharing Plan and (ii) cause one or more designees of Sellers (other than the Corporation) to assume sponsorship of the Profit Sharing Plan. Effective as of the Closing Date, Purchaser shall cause each employee of the Corporation on such date to be provided with benefits on a basis substantially similar to Purchaser's normal practice, but only to the extent that each such employee is eligible for coverage and benefits under the terms of Purchaser's benefit plans. Notwithstanding the preceding provisions of this Section 8.03(a), but subject to the provisions of Section 8.03(b) with respect to claims and liabilities relating to covered expenses incurred, or attributable to events that occurred, prior to the Closing Date, Purchaser may elect, by notice
Employee Benefit Plans and Benefit Arrangements. (i) The term "Employees" shall mean all current employees (including those on layoff, disability, or leave of absence, whether paid or unpaid), former employees and retired employees of any Seller and the term "Employee" shall mean any of the Employees.
Employee Benefit Plans and Benefit Arrangements. Schedule 5.23 lists each (i) “Employee Benefit Plan,” as, such term is defined in Section 3(3) of ERISA, whether written or oral, that provides or authorizes benefits to any present or former employee (including any present or former officer, director, or independent contractor) of Company and (ii) “Benefit Arrangement” which means each contract, agreement, policy, practice, or commitment, whether written or oral, that provides or authorizes employee benefits for any employee or former employee (including any current or former officer, director, or independent contractor) of Company, other than Employee Benefit Plans. Except as set forth on Schedule 5.23, (a) each Employee Benefit Plan and each Benefit Arrangement complies with, and has been operated in accordance with, all applicable law, including, without limitation, provisions of ERISA, and (b) no event has occurred in connection with any Employee Benefit Plan or Benefit Arrangement which has or will result in any fine, penalty, assessment, or other liability for which Company, or transferee of assets of Company will be responsible, whether by reason of operation of law or contract.
