Employee Benefit Plans and Other Compensation Arrangements. (a) Set forth on Schedule 3.12(a) of the Seller Schedules is a true and complete list of all Company Plans. Correct and complete copies of the following documents with respect to each Company Plan have been made available to Buyer, as applicable: (i) plans and related trust documents, insurance contracts or other funding arrangements and all amendments thereto; (ii) the Forms 5500 annual reports and all schedules thereto filed for the three most recent plan years; (iii) the most recent valuation report; (iv) the most recent IRS determination letter and the three most recent annual nondiscrimination testing results for each Company Plan intended to meet the requirements of Section 401(a) of the Code ; (v) the most recent summary plan description and subsequent summaries of material modifications; (vi) the most recent audited financial statements; and (vii) written summaries of all non-written Plans.
(b) Except as set forth on Schedule 3.12(b) of the Seller Schedules:
(i) Neither Seller has nor any ERISA Affiliate has, at any time during the six (6) years preceding the date hereof, sponsored, maintained, been liable under, terminated, participated in, been required to contribute to, or incurred withdrawal liability with respect of, a “multiemployer plan” within the meaning of Sections 3(37) or 4001(a)(3) of ERISA) or a plan subject to Section 412 of the Code or Section 302 or Title IV of ERISA and no Seller nor any ERISA Affiliate has any accumulated funding deficiency (within the meaning of Section 302(a)(2) of ERISA and Section 412(a) the Code), whether or not waived, with respect to any such plan;
(ii) each of the Company Plans and any related trusts currently satisfy in all material respects, and for all prior periods have satisfied in all material respects, in form and operation, all requirements for any Tax-favored treatment intended for such plan or trust or applicable to plans or trusts of its type, including, as applicable, requirements under Sections 105, 106, 125, 401(a), 401(k) and 501 of the Code, and no event, transaction or condition has occurred or exists that is reasonably likely to result in the loss or limitation of such Tax-favored treatment;
(iii) neither Seller nor any employee of Seller (i) who is a “disqualified person” (as defined in Section 4975 of the Code), has entered into any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA) for which a statutory or administrative exemption does not exist ...
Employee Benefit Plans and Other Compensation Arrangements. Set forth in Section 3.8 of the Disclosure Letter is a list of (i) all employee benefit plans (as defined in Section 3(3) of ERISA), (ii) all other severance pay, salary continuation, bonus, incentive, stock option, phantom equity, stock appreciation rights, compensation, employment agreement, welfare, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements of any kind, and (iii) plans or arrangements providing compensation to employee and non-employee directors, in each case with respect to which the Company or any ERISA Affiliate sponsors, contributes to, provides benefits under or through such plan, is obligated to make contributions under the plan terms, or if such plan provides benefits to or otherwise covers any current or former employee, officer or director of the Company or any ERISA Affiliate (or their respective spouses, dependents or beneficiaries) (collectively, the “Plans”). Except as set forth in Section 3.8 of the Disclosure Letter:
(a) neither the Company nor any ERISA Affiliate is or has been the sponsor of, and neither the Company nor any ERISA Affiliate is or has been obligated to make contributions under, (i) a “multiemployer plan” (as defined in Title I or Title IV of ERISA), (ii) a plan subject to Title IV of ERISA, Section 412 of the Code, Section 302 of ERISA, (iii) any funded welfare benefit plan within the meaning of Section 419 of the Code, (iv) any “multiple employer plan” (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), or (v) any “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA), and neither the Company nor any ERISA Affiliate has ever incurred any liability under Title IV of ERISA that has not been paid in full;
(b) each of the Plans that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable determination letter, approval or opinion letter from the Internal Revenue Service as to its qualification and is so qualified in all material respects, and, to the Company’s Knowledge, no event or omission has occurred that would cause any Plan to lose such qualification or require corrective action to the IRS Employee Plans Compliance Resolution System to maintain such qualification;
(c) (i) all of the Plans have been established, operated and administered in compliance in all material respects with their respective terms and all applicable Laws, and all material contributions r...
Employee Benefit Plans and Other Compensation Arrangements. (a) Set forth on Schedule 4.9(a) is a list of (i) all material employee benefit plans (as defined in Section 3(3) of ERISA) and (ii) all other severance pay, salary continuation, bonus, incentive, stock option or other equity or equity-type arrangement, welfare, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements of any kind (including those which are maintained outside of the United States), in each case with respect to which the Company currently is the sponsor or is obligated to make contributions under the plan terms (collectively, the “Plans”).
(b) Except as set forth on Schedule 4.9(b):
(i) the Company has not been the sponsor of, has not been obligated to make contributions under and does not have any liability or potential liability with respect to a “multiemployer plan” (as defined in Title I or Title IV of ERISA) or a plan subject to Title IV of ERISA;
(ii) no assets of the Company are subject to any Lien pursuant to Sections 303(k) or 4068 of ERISA or Section 430(k) of the Code;
(iii) each of the Plans that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the Internal Revenue Service as to its qualification and is so qualified in all material respects, except that no representation is made with respect to any formal qualification requirement with respect to which the remedial amendment period under Section 401(b) of the Code has not yet expired;
(iv) all of the Plans have been operated in compliance in all material respects with their respective terms and all applicable Laws, and all contributions required under the terms of the Plans or applicable Laws have been timely made;
(v) no amounts payable under the Plans or otherwise will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code;
(vi) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, disregarding any termination of employment which may occur on or after the Closing, will (x) result in any material payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due to any director, officer or any employee of the Company from the Company under any Plan or otherwise, (y) materially increase any benefits otherwise payable under any Plan, or (z) result in any acceleration of the timing of payment or...
Employee Benefit Plans and Other Compensation Arrangements. 4.9.1 Set forth on Schedule 4.9.1 is a true and complete list of all material Company Plans. True and complete copies of the following documents with respect to each such material Company Plan have been made available to Buyer, as applicable: (a) plans and related trust documents, insurance contracts or other funding arrangements and all material amendments thereto;
Employee Benefit Plans and Other Compensation Arrangements. 20 3.9 Permits; Compliance with Laws 21 3.10 Real and Personal Properties 22 3.11 Intellectual Property 23 3.12 Contracts 24 3.13 Litigation 26 3.14 Insurance 26 3.15 Environmental Matters 26 3.16 Related Party Transactions 27
Employee Benefit Plans and Other Compensation Arrangements. Set forth on Schedule 4.9 is a list of all material employee benefit plans (as defined in Section 3(b) of ERISA), with respect to which Company, currently is the sponsor or obligated to make contributions under the plan terms (the “Plans”). Except as set forth on Schedule 4.9:
(a) None of the Plans is a “multiemployer plan” (as defined in Title I or Title IV of ERISA) or a plan subject to Title IV of ERISA.
(b) Each of the Plans that is intended to be tax-qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service as to its qualification and is so qualified in all material respects, except that no representation is made with respect to any formal qualification requirement with respect to which the remedial amendment period under Section 401(b) of the Code has not yet expired.
(c) All of the Plans have been operated in substantial compliance with their respective terms and all Laws, and all contributions required under the terms of the Plans or applicable Law have been timely made.
(d) There are no pending or, to Seller’s Knowledge, threatened claims by or on behalf of any of the Plans, by any employee or beneficiary covered under any Plan or otherwise involving any Plan (other than routine claims for benefits).
(e) No amounts payable under the Plans will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code.
(f) None of the Plans provide medical benefits to any retired Person, or any current employee of Company following such employee’s retirement or other termination of employment, except as required by applicable Law (including Section 4980B of the Code).
(g) The Company does not maintain any Plan under which it would be obligated to pay benefits solely because of the consummation of the transactions contemplated by this Agreement, disregarding any termination of employment that may occur on or after the Closing.
Employee Benefit Plans and Other Compensation Arrangements. The Company has not maintained or contributed to (or been obligated to maintain or contribute to) or had any employee benefit plans (as defined in Section 3(3) of ERISA) within the three year period immediately prior to the date hereof, or, with respect to such three year period, any other plan, program, policy, practice, arrangement or contract providing benefits or payments to current or former employees (or to their beneficiaries or dependents) of the Company, including any bonus plan, plan for deferred compensation, nonqualified retirement plan, severance plan or employee health plan or arrangement. Each item listed on Schedule 4.10 is referred to herein as a “Plan,” and collectively as the “Plans.” In addition, except as disclosed on Schedule 4.10:
(a) none of the Plans is a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a plan subject to Section 302 of Title I of ERISA, Title IV of ERISA or Section 412 of the Code;
(b) all of the Plans that are intended to be tax-qualified under Section 401(a) of the Code have received a determination letter or opinion letter from the Internal Revenue Service (the “IRS”) that such Plans are so qualified and, To Sellers’ Knowledge, nothing has occurred since the date of such determination that would adversely affect the qualification of such Plan;
(c) all of the Plans and any related trust, insurance contract or fund have been maintained, funded and administered in substantial compliance with their respective terms and all Laws, and neither the Companies nor Sellers have received written notice of any actions, suits, investigations, audits or claims with respect to any Plan;
(d) the Company has complied in all material respects with the health care continuation requirements of Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code (“COBRA”) and the Plans do not provide medical or other welfare benefits to any retired Person, or any current employee of the Company following such employee’s retirement or other termination of employment, except as required by applicable Law (including COBRA);
(e) none of the Plans are self-insured, and, for each Plan that is self-insured, incurred but not reported claims have been properly accrued on the Acquisition Balance Sheet;
(f) no Plan requires the Company to pay benefits solely because of the consummation of the transactions contemplated by this Agreement, disregarding any termination of employment which may occur on or after the Closing or to pay ...
Employee Benefit Plans and Other Compensation Arrangements. 4.9.1 Set forth on Schedule 4.9.1 is a list of (a) all material employee benefit plans (as defined in Section 3(3) of ERISA), (b) all other severance pay, salary continuation, bonus, incentive, stock option, welfare, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements of any kind and, (c) all other employee benefit plans, contracts, programs, funds, or arrangements (whether written or oral, qualified or nonqualified, funded or unfunded, foreign or domestic, currently effective or terminated) and any trust, escrow, or similar agreement related thereto, whether or not funded, in each case in respect of the present or former employees, directors, officers, shareholders, consultants, or independent contractors of the Company and with respect to which the Company or any member of the Controlled Group is the sponsor or is obligated to make payments, transfers or contributions (collectively, the “Plans”). The Company has no liability with respect to any plan, arrangement or practice of the type described in the preceding sentence other than the Plans. No Plan is maintained outside of the United States.
4.9.2 Copies of the following materials have been delivered or made available to Buyer: (a) all plan documents for each Plan or, in the case of an unwritten Plan, a written description thereof, (b) all determination letters from the IRS with respect to any of the Plans, (c) all summary plan descriptions and summaries of material modifications with respect to any of the Plans, (d) the three most recently filed annual reports and the three most recent summary annual reports with respect to any of the Plans, (e) all trust agreements, insurance contracts, and other documents relating to the funding or payment of benefits under any Plan, and (f) any other documents, forms or other instruments relating to any Plan reasonably requested by Buyer.
4.9.3 Except as set forth on Schedule 4.9.3:
(a) neither the Company nor any member of the Controlled Group is or has been the sponsor of or obligated to make contributions under a “multiemployer plan” (as defined in Section 3(37) of ERISA or Section 414(f) of the Code), a “defined benefit plan” (as defined in Section 3(3) of ERISA), a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code, or a “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code;
(b) each of the Plans that is intend...
Employee Benefit Plans and Other Compensation Arrangements. Set forth on Schedule 4.8(a) is a list of all employee benefit plans and arrangements maintained or contributed to by any of the Acquired Companies or any ERISA Affiliate currently or within the past three years, including employee pension benefit plans, as defined in Section 3(2) of ERISA, employee welfare benefit plans, as defined in Section 3(1) of ERISA, deferred compensation plans, supplemental retirement plans, stock based plans, bonus or profit sharing plans, medical, hospitalization, life, disability and other insurance plans, severance or termination pay plans and policies, vacation, paid time off and salary continuation policies, life insurance arrangements, and employment, retention, severance and change in control agreements, whether or not described in Section 3(3) of ERISA (each, a “Benefit Plan” and collectively, the “Benefit Plans”). An “ERISA Affiliate” shall mean any Person under “common control” with any Acquired Company as determined under Section 414(b), (c), (m) or (o) of the Code. The Company has delivered to Buyer copies of all Benefit Plans, including plan documents and all amendments thereto, plan agreements, trust agreements, insurance policies, annuity contracts, summary plan descriptions, IRS determination letters, actuarial reports, service Contracts, audit reports and filed annual reports on Form 5500 for each of the three most recent plan years. Except as set forth on Schedule 4.8(b):
Employee Benefit Plans and Other Compensation Arrangements. (a) Set forth on Section 4.10(a) of the Disclosure Letter is a list of all Plans with respect to which any of the Acquired Companies currently is the sponsor or under which (i) any current or former employee, director or consultant of the Company or any of its Subsidiaries has any present or future right to benefits and which are contributed to, sponsored by or maintained by the Company or any of its Subsidiaries or (ii) the Company or any of its Subsidiaries has or has had in the three (3) years preceding the Closing Date any present or future liability.
(b) Except as set forth on Section 4.10(b) of the Disclosure Letter:
(i) none of the Acquired Companies or their respective ERISA Affiliates maintains, contributes to, or has any liability, whether contingent or otherwise, with respect to, and has not, within the preceding six (6) years maintained, contributed to or had any liability, whether contingent or otherwise, with respect to any Plan (including, for such purpose, any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, which the Company, its Subsidiaries or any of its ERISA Affiliates previously maintained or contributed to within the preceding six (6) years), that is, or has been, (i) subject to Title IV of ERISA or Section 412 of the Code, (ii) maintained by more than one employer within the meaning of Section 413(c) of the Code, (iii) subject to Sections 4063 or 4064 of ERISA, (iv) a multiemployer Plan, or (v) a “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA. “ERISA Affiliate” means any corporation or other trade or business that is, or at any relevant time was, required to be treated as a single employer with the Company under Section 4001(b)(1) of ERISA or Sections 414(b), (c), (m) or (o) of the Code;
