Employee Benefit Plans and Employment Matters. (a) Section 4.10 of the EFCC Disclosure Schedule lists all employee benefit plans, collective bargaining agreements, labor contracts and employment agreements not otherwise disclosed in the EFCC SEC Filings, which provide for the annual payment of more than $25,000 in which EFCC participates, or by which it is bound, including, without limitation: (i) any profit sharing, deferred compensation, bonus, stock option, stock purchase, pension, welfare, and incentive plan or agreement; (ii) any plan providing for "fringe benefits" to its employees, including, but not limited to, vacation, sick leave, medical, hospitalization and life insurance; (iii) any written employment agreement and any other employment agreement not terminable at will; and (iv) any other "employee benefit plan" (within the meaning of Section 3(3) of ERISA) that is not exempted from the coverage of ERISA by reason of the Department of Labor regulations. EFCC is in compliance in all material respects with the requirement prescribed by all laws currently in effect applicable to employee benefit plans and to any employment agreement, including, but not limited to, ERISA and the Code. EFCC has performed all of its obligations under all such employee benefit plans and employment agreements in all material respects. There is no pending or, to the knowledge of EFCC, threatened legal action, proceeding or investigation against or involving any EFCC employee benefit plan which could result in a material amount of liability to such employee benefit plan or to EFCC.
(b) EFCC does not sponsor or participate in, and has not sponsored or participated in, any employee benefit pension plan to which Section 4021 of ERISA applies that would create a material amount of liability to EFCC under Title IV of ERISA.
(c) EFCC does not sponsor or participate in, and has not sponsored or participated in, any employee benefit pension plan that is a "multiemployer plan" (within the meaning of Section 3(37) of ERISA) that would subject EFCC to any material amount of liability with respect to any such plan.
(d) All group health plans of EFCC have been operated in compliance with the group health plan continuation coverage requirements of Section 4980B of the Code in all material respects, to the extent such requirements are applicable.
(e) There have been no acts or omissions by EFCC that have given rise to or may give rise to a material amount of fines, penalties, taxes, or related charges under Sections 502(c) or 4071 o...
Employee Benefit Plans and Employment Matters. (a) The Parent has no employee benefit plans, pension plans or multi-employee Plans.
Employee Benefit Plans and Employment Matters. (a) The Company has no employee benefit plans, pension plans or multi-employee Plans.
Employee Benefit Plans and Employment Matters. (a) Except as listed on the Schedule of Exceptions, there are no Employee Benefit Plans. "Employee Benefit Plan" means any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA") and any other plan, policy, program, practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any current or former officer, employee or consultant (or to any dependent or beneficiary thereof), of the Company or any ERISA Affiliate, which are now, or within the last three (3) years were maintained, by the Company or any ERISA Affiliate, or under which the Company or any ERISA Affiliate has or had any obligation to contribute or under which the Company or any ERISA Affiliate has or could have any liability, whether actual or contingent (including any liability arising out of an indemnification guarantee, hold-harmless or similar agreement), including, without limitation, all employee pension, profit-sharing, savings, retirement, incentive, bonus, deferred compensation, vacation, holiday, cafeteria, medial, disability, life, accident or other insurance, stock purchase, stock option, stock appreciation right, phantom stock, restricted stock or other equity-based compensation plans, and any other plans, policies, programs, practices or arrangements. "ERISA Affiliate" means any entity (whether or not incorporated) other than the Company that, together with the Company, is or was a member of a controlled group of corporations within the meaning of Section 414(b) of the Code, of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code, or in the case of any Employee Benefit Plan subject to Part 3 of Subtitle B of Title I of ERISA of an affiliated service group within the meaning of Section 414(m) of the Code. All Employee Benefit plans comply in all material respects with and are and have been operated in material accordance with each applicable provision of ERISA, the Code, other federal statutes, state law and the regulations and rules promulgated pursuant thereto or in connection therewith. Each Plan which is a group health plan (within the meaning of Section 5000(b)(1) of the Code) complies with and has been maintained and operated in accordance with each of the requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA. With respect to the Employee Benefit plan...
Employee Benefit Plans and Employment Matters. (a) After the Effective Time, all employees of IRT who are employed by the Company shall be eligible to participate in the same manner as other similarly situated employees of the Company in any "employee benefit plan," as defined in Section 3(3) of ERISA, sponsored or maintained by the Company after the Effective Time or, if the Company determines it is not practicable for such employees to do so immediately after the Effective Time, then such employees shall continue to be eligible to participate in an employee benefit plan of IRT which is continued by the Company until such time as the Company determines it is practicable to include them in its employee benefit plans for similarly situated employees of the Company as contemplated above. With respect to each such employee benefit plan, service with IRT or any of its Subsidiaries (as applicable) and the predecessor of any of them (to the extent past service has been so recognized by IRT as of the Effective Time) shall be included for purposes of determining eligibility to participate, vesting (if applicable) and determination of the level of entitlement to benefits, under such employee benefit plan. The Company shall, or shall cause its Subsidiaries to, (i) waive, to the extent permitted by the related plans, third-party providers and carriers, all limitations as to preexisting conditions, exclusions and waiting periods with respect to participation and coverage requirements applicable to all employees of IRT who are employed by the Company under any welfare plan that such employees may be eligible to participate in after the Effective Time, other than limitations or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Effective Time under any welfare plan maintained for such employees immediately prior to the Effective Time, and (ii) provide each such employee of IRT who is employed by the Company with credit for any co-payments and deductibles paid prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time.
(b) Subject to continuation as provided in clause (a) above, the "employee benefit plans," as defined in Section 3(3) of ERISA, of IRT shall be terminated and discontinued effective as of the Effective Time. In addition, the IRT Property Company 2000 Employee Stock Purchase Plan and the IRT Property C...
Employee Benefit Plans and Employment Matters. (a) Schedule 3.12 of the Company Disclosure Schedule sets forth as of the date hereof a true and complete list of each "employee benefit plan" (as defined in Section 3(3) of ERISA) of the Company and its Subsidiaries in which current or former employees, agents, directors, or independent contractors of the Company or its Subsidiaries ("Employees") participate or pursuant to which the Company or any of its Subsidiaries has a liability with respect to Employees (each, an "Employee Plan"). Except as disclosed in the Commission Filings or on Schedule 3.12 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has any commitment to establish any additional Employee Plans or to modify or change materially any existing Employee Plan. The Company has made available to the Purchasers with respect to each Employee Plan: (i) a true and complete copy of all material written documents comprising such Employee Plan (including amendments and individual agreements relating thereto); and (ii) the most recent financial statements, if any.
(b) Each Employee Plan has been established and maintained in substantial compliance with its terms and the requirements of all Applicable Law, and all contributions required to be made to the Employee Plans have been made in a timely fashion except for any failure to establish and maintain or make contributions to, any Employee Plan, that would not have a Material Adverse Effect, or as disclosed on Schedule 3.12.
(c) Each Employee Plan which is intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination letter or opinion letter from the Internal Revenue Service, (or has submitted, or is within the remedial amendment period for submitting, an application for a determination letter and is awaiting a response from the Internal Revenue Service) and, to the Company's knowledge, no event has occurred and no condition exists which could reasonably be expected to result in the revocation of any such determination letter or opinion letter.
(d) Neither the Company nor any Subsidiary currently maintains or contributes to, or has at any time within the four-year period ending on the date hereof maintained or contributed to or been obligated to contribute to, any plan, program or arrangement covered by Title IV of ERISA or subject to Section 412 of the Code or Section 302 of ERISA.
(e) Neither the Company nor any Subsidiary, nor, to the Company's knowledge, any other "...
Employee Benefit Plans and Employment Matters. (i) Section 3.02(h)(i) of the Parent Disclosure Schedule contains an accurate and complete list as of the date hereof of each collective bargaining agreement and each material plan or other arrangement providing for compensation, severance benefits, vacation pay, deferred compensation, performance awards, stock or stock-related awards, fringe benefits or other employee benefits, whether written or unwritten, including, without limitation, any "employee benefit plan" within the meaning of Section 3(3) of ERISA, providing benefits to any current or former employee, officer or director of Parent, any of its wholly owned subsidiaries or any joint venture in which Parent or any of its wholly owned subsidiaries participates (each a "Parent Affiliate"), or with respect to which Parent or any Parent Affiliate has or may in the future have material liability (collectively, the "Parent Benefit Plans").
(ii) Since December 31, 2001, there has not been any adoption or amendment in any material respect by Parent, or, to the knowledge of Parent, by any Parent Affiliate, of any Parent Benefit Plan, or any material change in any actuarial or other assumption used to calculate funding obligations with respect to any Parent Benefit Plan, or any change in the manner in which contributions to any Parent Benefit Plan are made or the basis on which such contributions are determined. Parent does not intend nor has it committed to establish any new Parent Benefit Plan, to modify any Parent Benefit Plan (except to the extent required by law or to conform any such Parent Benefit Plan to the requirements of any applicable law, in each case as previously disclosed to the Target Companies in writing, or as required by this Agreement), or to enter into any Parent Benefit Plan.
(iii) Parent has made available to the Target Companies correct and complete copies of (i) all documents setting forth the terms of each Parent Benefit Plan, including, without limitation, all amendments thereto and all related trust documents, (ii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Parent Benefit Plan, (iii) if Parent Benefit Plan is subject to the minimum funding standards of ERISA Section 302, the most recent annual and periodic accounting of Parent Benefit Plan assets, (iv) the most recent summary plan description together with the summaries of material modifi...
Employee Benefit Plans and Employment Matters. (a) SurePure US has no employee benefit plans, pension plans or multi-employee Plans.
Employee Benefit Plans and Employment Matters. Integrated has no employee benefit plans, pension plans or multi-employee Plans.
Employee Benefit Plans and Employment Matters. 31 3.13 Absence of Liens and Encumbrances................................................34 3.14
