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. 1. 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. (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.
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. (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.
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 6.17. Sub does not maintain any pension, benefit or welfare plans.
Employee Benefit Plans and ERISA. (i) Exhibit "B" to the Vendor Disclosure Schedule is a complete list of all Employee Benefit Plans of the Intercon Entities as at the Agreement Date (which list shall be updated by the Vendor to a date not more than three (3) Business Days prior to the Effective Date) and true and complete copies have been made available to the Purchaser of each Employee Benefit Plan (or, if not written, a written summary of its material terms) together with:
Employee Benefit Plans and ERISA. 4.24.1 The Disclosure Schedule sets forth a true and complete list of each employee benefit plan (as defined in Section 3(3) of ERISA) that is, or within the five (5) years preceding the Effective Date, was maintained or contributed to by First Western or the Target Subsidiaries (the “Plans”). Each of the Plans has been maintained in compliance with its terms and in compliance with all applicable laws including ERISA and the Code.
Employee Benefit Plans and ERISA. (i) Schedule 5(m) hereto lists all employee benefit plans (as defined in Section 3(3) of ERISA) and any fringe benefit, bonus, cafeteria or flexible spending programs, insurance, severance, savings, executive or incentive compensation arrangements, death and disability benefit programs, perquisites, and any other compensatory programs other than direct, current cash compensation that is maintained, sponsored or contributed to by any of the Seller Parties for any of its current or former employees or directors, either currently or at anytime within the six fiscal year period ending on or immediately before the Effective Time (all of which are collective referred to as the "Plans"). --12-- (ii) Each of the Plans has been operated in all material respects in compliance with its terms and the requirements of the Internal Revenue Code of 1986, as amended (the "Code") and the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), if applicable, since either such law became applicable with respect thereto. Any of the Plans that is intended to be qualified under Section 401(a) of the Code has a received a favorable determination letter (or equivalent) from the Internal Revenue Service which reflects all law changes required through the "GUST" round of amendments, or an application for such a letter is pending with the IRS. Copies of such determination letters shall be made available to Purchaser Parties upon request. All contributions required to be made to any such plan or an associated trust have been timely made. (iii) Except as described on Schedule 5(r), none of the Seller Parties, nor any other corporation or unincorporated business that has ever been affiliated with them under Section 4001 of ERISA, maintains or has ever maintained, sponsored or contributed to any employee pension plan that is subject to Title IV of ERISA, the funding standards of Section 412 of the Code or Section 302 of ERISA, an insurance plan exempted from the funding standards by Section 412(i) of the Code, or any multi-employer or multiple employer plan or welfare arrangement. No event has occurred with respect to any employee pension plan that constitutes a reportable event under Section 4043 of ERISA (or would constitute such an event if the plan were subject to that Section). (iv) Except as described on Schedule 5(r), the Seller Parties do not maintain any severance plan or benefit that would require payment to anyone solely as a result of the transactions contempla...
