Employee Benefit Plans and ERISA. (a) There are no “employee pension benefit plans” as defined in Section 3(2) of ERISA, “employee welfare benefit plans” (as defined in Section 3(l) of ERISA), stock bonus, stock option, restricted stock, stock appreciation right, stock purchase, bonus, incentive, deferred compensation, severance, holiday or vacation plans, or any other employee benefit plans, programs, policies or arrangements which are currently maintained or sponsored by Target or Target Subsidiary for the benefit of any employees (or former employees) of Target or Target Subsidiary or to which Target or Target Subsidiary is obligated to make any payments or otherwise may have any liability (collectively “Employee Benefit Plans”). Target has made available to Buyer true, complete and correct copies of any Employee Benefit Plan (including any separate trust agreement) or, if no plan document exists, a written description of any Employee Benefit Plan, and with respect to any Employee Benefit Plan, the two most recent annual reports on Form 5500 filed with the Internal Revenue Service (if any such report was required), the most recent summary plan description, if required, and the most recent Internal Revenue Service determination letter, if any.
(b) None of Target, Target Subsidiary nor any Person that is or has been a member of any group of Persons described in Section 414(b), (c), (m) or (o) of the Code that includes Target or Target Subsidiary maintains or contributes to, or has ever maintained or contributed to, a pension plan subject to Title IV of ERISA or a multiemployer plan as defined in Section 3(37) of ERISA, and no Employee Benefit Plan provides benefits to former employees of Target other than as necessary to comply with Section 4980B of the Code or other Law. No Employee Benefit Plan has incurred an “accumulated funding deficiency” within the meaning of Section 302 of ERISA or Section 412 of the Code.
(c) No “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred that involves any assets of any Employee Benefit Plan and that is reasonably likely to subject Target, Target Subsidiary or any of their employees to the tax or penalty on prohibited transactions imposed by Section 4975 of the Code or the sanctions imposed under Title I of ERISA.
(d) Other than routine claims for benefits, there are no Actions pending or, to Target’s Knowledge, threatened, against any Employee Benefit Plan, any fiduciary of any Employee Benefit Plan or a...
Employee Benefit Plans and ERISA. Except as listed on SCHEDULE 5.16 hereto, Seller does not maintain or sponsor and has not made and is not required to make contributions to any pension, profit-sharing, stock bonus, stock option, thrift or other retirement plan, medical, hospitalization, vision, dental, life, disability, vacation or other insurance or benefit plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, performance share, bonus, benefit or other incentive plan, severance plan or other similar plan, agreement, arrangement or understanding relating to Seller or respective employees (the "Employee Benefit Plans"), whether or not such plan is or is intended to be qualified under Section 401(a), 404A or any other section of the Code, including without limitation, all employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), whether or not subject to the provisions of ERISA. Except as set forth in SCHEDULE 5.16, each Employee Benefit Plan maintained or sponsored by Seller or to which Seller makes or is required to make employer contributions (collectively, the "Plans") is in full force and effect in accordance with its terms and is, and each plan administrator and fiduciary of each Plan is, in compliance with all applicable requirements of ERISA and other applicable laws, regulations and rulings. The only Plans that are "pension benefit plans" (within the meaning of Section 3(2) of ERISA), other than any such plans that are described in Section 401(a)(1) of ERISA, maintained or sponsored by Seller or to which Seller makes or is required to make employer contributions, are identified on SCHEDULE 5.16 as such (the "Pension Benefit Plans"). No Pension Benefit Plan or any trust created under one of the Pension Benefit Plans or any trustee, administrator or sponsor thereof, has engaged in a "prohibited transaction" as that term is defined in Section 4975(c)(1) of the Code, that could subject the Pension Benefit Plan, trust, trustee, administrator or sponsor thereof, or any party dealing with the Pension Benefit Plan or any such trust to the tax or penalty on prohibited transactions imposed by said Section 4975, nor is the fiduciary (as defined in Section 3 of ERISA) of the Pension Benefit Plan or any employee benefit plan (as defined in Section 3 of ERISA) maintained by Seller acting in a manner that constitutes a breach of its fiduciary duty, as set forth in ERISA. Except a...
Employee Benefit Plans and ERISA. Section 3.9(a) of the "Company's Disclosure Schedule" to the Merger Agreement is by this reference incorporated herein and made a part hereof.
Employee Benefit Plans and ERISA. Seller does not maintain or sponsor -------------------------------- or make and is not required to make contributions to any pension, profit- sharing, stock bonus, stock option, thrift or other retirement plan, medical, hospitalization, vision, dental, life, disability, vacation or other insurance or benefit plan, employee stock ownership plan, deferred compensation plan, stock ownership, stock purchase, performance share, bonus, benefit or other incentive plan, severance plan or other similar plan, agreement, arrangement or understanding relating to Seller or its employees, including, without limitation, any such plan, agreement, arrangement or understanding subject to the Employee Retirement Income Security Act of 1974 ("ERISA") (collectively, the "Employee Benefit Plans").
Employee Benefit Plans and ERISA. The employee pension benefits plans and welfare benefit plans (referred to collectively herein as the "Plans") in effect of Apex Re (all of which are included in Schedule 5(m) hereto) have all been operated in all material respects in compliance with Employees Retirement Income Security Act of 1974, as amended ("ERISA"), if applicable, since ERISA became applicable with respect thereto. None of the Plans nor any of their respective related trusts have been terminated (except the termination of any Plan which is in compliance with the requirements of ERISA and which will not result in any additional liability to an Apex Party), and there has been no "reportable event," as that term is defined in Section 4043 of ERISA, required to be reported since the effective date of ERISA which has not been reported, and none of such Plans nor their respective related trusts have incurred any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA (whether or not waived), since the effective date of ERISA. The Plans are the only employee pension benefit plans covering employees of Apex Re. Apex Re will not have any material liabilities with respect to employee pension benefits, whether vested or unvested as of the Closing, for any of its employees other than under the Plans, and as of the date hereof the actuarial present value of Plan assets of each Plan is not less (and as of the Closing of the Acquisition such present value will not be less) than the present value of all benefits payable or to be payable thereunder.
Employee Benefit Plans and ERISA. 13 3.13. COMPLIANCE WITH CONTRACTS AND LAWS.............................................................13 3.14.
Employee Benefit Plans and ERISA. (a) Except as set forth on Part 3.12 of the Disclosure Schedule, Company does not have outstanding and is not a party to or subject to any actual or contingent liability under: (i) any agreement, arrangement, plan or policy, whether written or unwritten, that involves (A) any pension, retirement, profit sharing, deferred compensation, bonus, stock option, stock purchase, health, welfare, or incentive plan, or (B) welfare or "fringe" benefits, including without limitation vacation, severance, disability, medical, hospitalization, dental, life and other insurance, sick leave or other benefits ("Employee Benefit Plan"); or (ii) any employment, consulting, engagement, or retainer agreement or arrangement ((i) and (ii) together the "PLANS" and each item thereunder a "PLAN"). With respect to each written Plan, Company has furnished to Buyer complete and accurate copies of each Plan described in Part 3.12 of the Disclosure Schedule, including all amendments thereto.
(b) Each Plan complies currently and has complied in the past in all material respects with its terms, and, except as set forth on Part 3.12 of the Disclosure Schedule, with ERISA, or other Law applicable to any Plan. There are no agreements or commitments of Parent or Company to create any additional Plan not listed on Part 3.12 of the Disclosure Schedule. Except as set forth on Part 3.12 of the Disclosure Schedule, there are no Plans for which Company has any material liability whether actual or contingent, either for funding, benefit payments, withdrawal or termination liability, or otherwise.
(c) Parent's board of directors has voted to fully vest all employees of Company who participate in the Parent's qualified plan, within the meaning of the Code Part 401(a), in their unvested account balances, if any. Further, in accordance with Code Part 401(k)(10), Parent has caused the administrator of such qualified plan to permit participant directed withdrawals of their account balances, including any outstanding participant loan notes.
Employee Benefit Plans and ERISA. (a) CRP maintains such pension, benefit and welfare plans as are listed in Schedule 5.17. CRP has provided Boca with correct and complete copies (incorporating all amendments) of the plans set forth in such Schedule 5.17.
(b) All such pension, benefit and welfare plans of CRP have been administered in compliance with their terms and, where applicable, the Employee Retirement Security Act of 1974, as amended, and the rules and regulations promulgated thereunder ("ERISA") and the Code, in all material respects. The Internal Revenue Service ("IRS") has issued a favorable determination letter with respect to the qualification of each such plan which is intended to be qualified under Section 401(a) of the Code and the exemption of any corresponding trust under Section 501(a) of the Code. A copy of the most recent determination letter for each such plan will be furnished to Boca upon request. CRP is not aware of anything which has occurred since the date of any such determination letter that could cause the relevant plan or trust to lose such qualification or exemption.
(c) With respect to each pension, benefit and welfare plan: (i) there is no fact, including, without limitation, any Reportable Event (as described in Section 4043(b) of ERISA), that exists that would constitute grounds for termination of such plan by the Pension Benefit Guaranty Corporation ("PBGC") or for the appointment by the
Employee Benefit Plans and ERISA. (a) Boca maintains such pension, benefit and welfare plans as are listed in Schedule 6.17. Boca has provided CRP with correct and complete copies (incorporating all amendments) of the plans set forth in such Schedule 6.
Employee Benefit Plans and ERISA. With respect to each employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), and each other employee benefit plan, program, policy or arrangement (collectively, “Benefit Plans”), maintained, sponsored or contributed to by the Company or any entity that would be deemed a “single employer” with the Company under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”), or Section 4001 of ERISA (each, an “ERISA Affiliate”): (i) each Benefit Plan complies in form and has been maintained, operated and administered in accordance with its terms and Applicable Law, including without limitation, ERISA and the Code, except where non-compliance would not, individually or in the aggregate, result in a Material Adverse Effect; and (ii) no “prohibited transaction,” within the meaning of Section 4975 of the Code and Section 406 of ERISA, has occurred or is reasonably expected to occur with respect to the Benefit Plans that would result in a Material Adverse Effect. None of the Company or any ERISA Affiliate contributes to, is required to contribute to, or otherwise participated in or participates in or in any way, directly or indirectly, has any liability with respect to any plan subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA, including, without limitation, any “multiemployer plan” (within the meaning of Sections 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code) or any single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) which is subject to Sections 4063, 4064 and 4069 of ERISA.
