Employee Benefit Plans and Related Matters. (a) Schedule 3.21(a) lists each pension, retirement, profit-sharing, deferred compensation, bonus or other incentive plan, or other employee benefit program, arrangement, agreement or understanding, or medical, vision, dental or other health plan, or life insurance or disability plan, or any other employee benefit plan, including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA, to which Seller contributes or is a party or is bound and under which it may have liability and under which employees or former employees of the Business (or their beneficiaries) are eligible to participate or derive a benefit ("Employee Benefit Plans"). Seller has delivered to Buyer true, correct and complete copies of all Employee Benefit Plans. The Assets are not subject to any Lien in favor of, or enforceable by, the Pension Benefit Guaranty Corporation.
Employee Benefit Plans and Related Matters. (a) Except as set forth in Section 3.16(a) of the Seller Disclosure Letter, no Company or Company Subsidiary is a party to, is bound by, or has any actual or contingent liability in respect of, any Employee Plan other than pursuant to the terms thereof. With respect to each Employee Plan, the following documents have been made available to Buyer: (i) the Employee Plan documents; (ii) any funding agreement or amendments thereto; (iii) the most recent actuarial report; (iv) all regulatory returns, reports, statements or filings made or completed within the two years prior to the date hereof; (v) the most recent summaries and booklets describing or giving particulars of the plan; and (vi) all material correspondence with all regulatory authorities.
Employee Benefit Plans and Related Matters. ERISA. Except as set forth on Section 4.13 of the Disclosure Schedule: (a) With respect to each Benefit Plan, the Sellers have made available to the Buyers a true, complete and correct copy thereof, and, to the extent applicable: (i) any related trust agreement or other funding instrument; (ii) the most recent IRS determination or opinion letter; (iii) the summary plan description and summaries of material modifications made to such summary plan description; and (iv) the most recent year’s Form 5500 and attached schedules and audited financial statements. None of the AUC Entities has any formal plan or commitment, whether legally binding or not, to create any additional Benefit Plan or modify or change any existing Benefit Plan that would affect any employee or former employee of the AUC Entities employed (or formerly employed) in connection with the Business. Section 4.13(a) of the Disclosure Schedule sets forth a true, complete and correct list of each Benefit Plan. (b) Each Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS as to its qualification and, to the Knowledge of the Sellers, no event has occurred that would reasonably be expected to result in disqualification of such Benefit Plan. Each of the Benefit Plans has been operated and administered in all material respects in accordance with its terms and all applicable Laws, including ERISA and the Code. No Liability under Title IV of ERISA has been incurred by any of the AUC Entities or any ERISA Affiliate of any of the AUC Entities that has not been satisfied in full (other than with respect to amounts not yet due), and no condition exists that presents a risk to any of the AUC Entities or any ERISA Affiliate of any of the AUC Entities of incurring a Liability thereunder. All contributions or other amounts payable by any of the AUC Entities as of the date hereof with respect to each Benefit Plan in respect of current or prior plan years have, in all material respects, been paid or accrued in accordance with GAAP. None of the AUC Entities has engaged in a transaction in connection with which any such Seller reasonably would be subject to either a civil penalty assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 or 4976 of the Code. There are no pending or, to the Knowledge of the Sellers, threatened claims by or on behalf of any of the Benefit Plans, by any emplo...
Employee Benefit Plans and Related Matters. (a) Each Benefit Plan entered into, sponsored or maintained by Theta or one of the Theta Subsidiaries (excluding any Benefit Plan that has expired or been terminated or no longer in effect) that is required to be filed with the SEC under the Exchange Act has been filed with the SEC.
Employee Benefit Plans and Related Matters. (a) Section 5.14(a) of the Kappa Disclosure Letter lists all of the Benefit Plans of Kappa that would have been required to be filed by Kappa with the SEC if Kappa had been subject to the reporting obligations under Section 13 or Section 15(d) of the Exchange Act, excluding any Benefit Plan that has expired or been terminated or no longer in effect.
Employee Benefit Plans and Related Matters. (i) Section 4.02(n)(i) of the Seller Disclosure Letter separately identifies each Seller Plan and each MHPS Employee Plan. Seller has made available to Buyer true and complete copies of all plan documents, summary plan descriptions, and any other documentation of each MHPS Employee Plan. Each MHPS Employee Plan has been operated and administered in all respects in accordance with its terms, all applicable Laws and the terms of any applicable collective bargaining agreement; and there are no pending or, to the Knowledge of Seller, threatened actions, suits, audits, proceedings or claims by or on behalf of any of the MHPS Employee Plans, by any employee or beneficiary covered under any MHPS Employee Plan or otherwise involving any MHPS Employee Plan (other than routine claims for benefits), in each case, except as, individually or in the aggregate, has not had or is not reasonably expected to have an MHPS Material Adverse Effect. No event has occurred and, to the Knowledge of Seller, no condition exists that would subject any Group Company to any Tax, Lien, fine, penalty or other liability imposed by applicable Law, except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Transferred Companies.
Employee Benefit Plans and Related Matters. 21 Section 2.25...........................................................Transactions with Related Parties. 23 Section 2.26.....................................................................
Employee Benefit Plans and Related Matters. (a) Schedule 2.24(a) lists each pension, retirement, profit-sharing, deferred compensation, bonus, phantom stock, restricted stock plan, stock option plan, stock purchase plan, deferred compensation arrangement, other incentive plan, severance pay plan or policy, supplemental executive retirement plan or policy, or other employee benefit program, arrangement, agreement or understanding, or medical, vision, dental or other health plan, or life insurance or disability plan, or any other employee benefit plan, including any "employee benefit plan" as defined in Section 3(3) of ERISA, to which the Company contributes or is a party or is bound and under which it may have liability and under which employees or former employees of the Company (or their beneficiaries) are eligible to participate or derive a benefit ("Employee Benefit Plans"). For purposes of this Section 2.24, any reference to the term "Company" shall be deemed to refer also to any entity which is under common control or affiliated with the Company within the meaning of Section 4001 of ERISA, and the rules and regulations promulgated thereunder and/or Sections 414(b), (c) (m) or (o) of the Code and the rules and regulations promulgated thereunder. The Company has made available to the Purchaser true, correct and complete copies of all documents, summary plan descriptions, insurance contracts, third party administration contracts and all other documentation created to embody all Employee Benefit Plans, plus descriptions of any Employee Benefit Plans that have not been reduced to writing.
Employee Benefit Plans and Related Matters. (a) The Company has made available to Acquiror copies of the governing documents with respect to each pension, retirement, profit sharing, deferred compensation, bonus, stock option, stock purchase, severance pay, vacation, tuition reimbursement, cafeteria plan or other employee benefit plan, including, but not limited to, any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which the Company, or any entity required to be aggregated with the Company under Code Sections 414(b), (c), (m) or (o) (an "ERISA Affiliate"), maintains, sponsors, or contributes to and under which employees or former employees (or their respective beneficiaries) of the Company or an ERISA Affiliate are covered ("Company Benefit Plans"). None of the Company Benefit Plans is a "multiemployer pension plan," as such term is defined in section 3(37) of ERISA, or a "single employer plan", as defined in ERISA Section 4001(a)(15). None of the Company Benefit Plans is a "Employee Stock Ownership Plan" ("ESOP") within the meaning of Section 4975(e)(7) of the Code. With respect to each of the Company Benefit Plans; Company has made available to Acquiror copies of each of the following documents: (i) the most recent annual report (Form 5500), if any; (ii) the most recent summary plan description and subsequent summaries of material modifications required under ERISA, if any; (iii) the most recent determination letter received from the Internal Revenue Service with respect to each Company Benefit Plan that is intended to be tax-qualified under Section 401(a) of the Code; (iv) all related trust agreements or annuity agreements (and any other funding Document for each Plan; (v) all DOL opinions on any Plan and all correspondence relating to the request for and receipt of each opinion; (vi) all IRS rulings, opinions or technical advice relating to any Plan and all correspondence relating to the request for and receipt of each ruling, opinion or technical advice; and (vii) all Agreements with service providers or fiduciaries for providing services on behalf of any Plan.
Employee Benefit Plans and Related Matters. Schedule 3.1.24 sets forth a true and complete list of each "employee benefit plan", as such term is defined in Section 3(3) of the ERISA, whether or not subject to ERISA, and each bonus, incentive or deferred compensation, severance, termination, retention, change of control, stock option, stock appreciation, stock purchase, phantom stock or other equity-based, performance or other employee or retiree benefit or compensation plan, program, arrangement, agreement, policy or understanding, whether written or unwritten, that provides or may provide benefits or compensation in respect of any employee or former employee employed or formerly employed at the Clarksburg, West Virginia Facility or the beneficiaries or dependents of any such employee or former employee (such employees, former employees, beneficiaries and dependents collectively, the "Employees") or under which any Employee is or may become eligible to participate or derive a benefit and that is or has been maintained or established by Maxxim or any other trade or business, whether or not incorporated, which, together with Maxxim is or would have been at any date of determination occurring within the preceding six (6) years treated as a single employer under Section 414 of the Code (such other trades and businesses collectively, the "Related Persons"), or to which Maxxim or any Related Person contributes or is or has been obligated or required to contribute or with respect to which Maxxim or Buyer may have any liability or obligation (collectively, the "Plans"). With respect to each such Plan, Maxxim has provided Buyer complete and correct copies of all written Plans and descriptions of all unwritten Plans.
