Employee Benefit Plans and Employees. Except as set forth in Section 4.1(m) of the Disclosure Schedule, the Company has not adopted, maintained, sponsored, contributed to, participated in or incurred any liability under or with respect to any Employee Benefit Plan. At or before the Closing Date, the Company’s participation in all Employee Benefit Plans listed in Section 4.1(m) of the Disclosure Schedule shall have been terminated and any liabilities related thereto shall have been assumed by MGA pursuant to the Assumption Agreement. The Company has no employees and has no obligation to pay any compensation or benefits to, and has no other existing or contingent liability to, any of its former officers, directors or employees.
Employee Benefit Plans and Employees. (a) Section 4.22(a) of the Company Disclosure Schedules sets forth a correct and complete list of each material Company Employee Plan (except for: (i) individual employment agreements and offer letters having terms that are consistent in all material respects with a form of employment agreement or offer letter typically used by the Company Entities for the applicable jurisdiction and the employee’s position; and (ii) individual equity award agreements that are consistent in all material respects with the standard form of award agreement under the applicable Company Equity Incentive Plan). Section 4.22(a) of the Company Disclosure Schedules separately identifies each material Company Employee Plan that is a Foreign Benefit Plan and the non-U.S. jurisdiction applicable to each such Foreign Benefit Plan.
Employee Benefit Plans and Employees. (a) For purposes of this Agreement, the term “
Employee Benefit Plans and Employees. (a) Section 3.18(a) of the Seller Disclosure Schedule lists each material Business Benefit Plan. For each material Business Benefit Plan, Seller has made available to Buyer a summary of the benefits provided under such plan or a copy of such plan (or in the case of individual agreements that are based on a form agreement, a copy of such form) together with all material amendments thereto, and the most recent determination, advisory, or opinion letter received from the Internal Revenue Service (the “IRS”).
Employee Benefit Plans and Employees. Schedule 3.12 includes an accurate description of all employee benefit plans and arrangements applicable to the employees of Seller employed at the Stations, including pension or thrift plans, individual or supplemental pension or accrued compensation arrangements, contributions to hospitalization or other health or life insurance programs, incentive plans, bonus arrangements, and vacation, sick leave, disability and termination arrangements or policies, including workers' compensation policies, and a description of all fixed or contingent liabilities or obligations of Seller or Chancellor with respect to any person employed at any of the Stations or any person retained as an independent contractor at any of the Stations. Seller has furnished or made available to Buyer true and complete copies of all written documents or information with respect to employee matters and arrangements at the Stations, including without limitation, all employee handbooks, rules and policies, plan documents, trust agreements, employment agreements, summary plan descriptions, and descriptions of any unwritten plans listed in Schedule 3.12. There exists no action, suit or claim (other than routine claims for benefits) with respect to any of such plans or arrangements pending or, to the knowledge of Seller, threatened against any of such plans or arrangements, and Seller possesses no knowledge of any facts which could give rise to any such action, suit or claim. Schedule 3.12 contains a true and complete list of all employees of any of the Stations and all persons retained as independent contractors at any of the Stations and a description of all compensation arrangements affecting them (including salary, bonus and other benefit arrangements) and a description of their duties as of the date of this Agreement.
Employee Benefit Plans and Employees. (a) Section 3.16(a) of the Disclosure Schedule lists each material Business Benefit Plan, and separately identifies each Transferred Subsidiary Benefit Plan. For each material Business Benefit Plan, Seller has made available to Buyer (i) a summary of the benefits provided under such plan or a copy of such plan (or in the case of individual agreements that are based on a form agreement, a copy of such form) together with all material amendments thereto and, if applicable, the most recently filed annual return/report (Form 5500) and (ii) the most recent IRS determination letter and the most recent material dedicated actuarial report (where applicable) for each Transferred Subsidiary Benefit Plan and Assumed Plan.
Employee Benefit Plans and Employees. (i)Set forth in Section 2.1(n)(i) of the Seller's Disclosure Schedule is a complete and correct list of all retirement, pension, savings, profit-sharing, bonus, incentive compensation, deferred compensation, stock option or stock compensation, welfare benefit, severance or termination, retiree medical, dental or life insurance, supplemental retirement, employment or consulting agreements and other material Contracts and arrangements (including automobile rental or usage arrangements) maintained or contributed to by the Company or any Subsidiary or for which the Company or any Subsidiary have any liability, or covering current or former employees, officers, directors, or independent contractors of the Company or any Subsidiary ("Employees"), including, but not limited to, "employee benefit plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA") (each, a "Benefit Plan", and collectively, the "Benefit Plans"). Sierra and the Seller have made available to the Purchaser true, accurate and complete copies of all material written Benefit Plans or written descriptions thereof.
Employee Benefit Plans and Employees. The Company does not and has not ever sponsored, maintained, contributed to, or had an obligation to contribute to an Employee Benefit Plan. The Company does not have and has never had, employed, or retained any employees, including, but not limited to, Personnel, Key Personnel, or any other person who may be considered an employee under any Law or Contract.
Employee Benefit Plans and Employees. Pennzoil and Sellers shall, on or before the Closing Date become plan sponsors of, or terminate, the Company's Plans other than the Severance Pay Plan (as described on Schedule 2.22), and shall satisfy all obligations and liabilities with respect thereto, including but not limited to funding all contributions, maintaining a Plan to the extent necessary to continue its qualification under appropriate provisions of the Code or to otherwise comply with applicable law, and providing COBRA continuation benefits under Code Section 4980B for all employees whose initial "qualifying event" (within the meaning of Code Section 4980B) was on or prior to the Closing Date. Pennzoil and Sellers shall not take any action inconsistent with the Purchaser's intent to treat all employees of the Company and its subsidiaries who are employed on and after the Closing Date as new employees (except as the Purchaser in its sole discretion determines otherwise) for the purposes of the Purchaser's compensation and employee benefit plans. Effective at Closing, employees of the Company who remain in the employ of the Company or Purchaser shall be covered by Purchaser's health insurance plan.
Employee Benefit Plans and Employees. (a) Each of the employees listed on Annex C hereto (including all Covered EU Employees and Covered Foreign Employees) has responsibilities as of the date hereof primarily related to the Business except as indicated on Annex C.
