Employee Benefit Plans and Related Matters Sample Clauses

Employee Benefit Plans and Related Matters. (a) Schedule 4.23 sets forth a true, complete and correct list of all Benefit Plans. Seller has made available to Buyer, with respect to each Benefit Plan, true, correct and complete copies of the following documents, as applicable: (i) the Benefit Plan documents and all amendments (or, in the case of any unwritten Benefit Plan, written descriptions, including the material terms, thereof), (ii) any related trust agreements, insurance contracts or other funding instruments, (iii) the most recent IRS determination letter (if applicable), (iv) the three most recent annual reports, or such similar reports, statements, information returns or material correspondence required to be filed with or delivered to any Governmental Authority (including reports filed on Form 5500 with accompanying schedules and attachments), (v) the most recent summary plan description and summary of material modifications concerning the extent of the benefits provided under each Benefit Plan, (vi) the two most recent actuarial valuations (if applicable), (vii) coverage and nondiscrimination testing reports and other similar compliance reports, and (viii) copies of all material notices, letters, or other correspondence from the Internal Revenue Service, Department of Labor, or other Governmental Authority relating to any Benefit Plan. Except as specifically provided in the foregoing documents made available to Buyer, there are no amendments to any Benefit Plan that have been adopted or approved, nor has Seller undertaken to make any such amendments or to adopt or approve any new Benefit Plan. Each Benefit Plan has been established, administered, funded and, to the extent applicable, the assets of such Benefit Plan have been invested in accordance with its terms. Seller, each Benefit Plan and PEO are, and have been, in compliance with applicable Law, including ERISA, the Code and the terms of any collective bargaining agreements or other labor union Contracts. All reports relating to each Benefit Plan required to be filed with any Governmental Authority have been timely filed, and all reports and information relating to each Benefit Plan required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided. No Benefit Plan is the subject of an application or filing under, or is a participant in or considering being a participant in, an amnesty, voluntary compliance, self-correction, or similar program sponsored by any Governmental Authority (in...

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) 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. (b) Except for required contributions or benefit accruals for the current plan year, no liability has been or is expected to be incurred by the Company under or pursuant to the Code or Title I or IV of ERISA or the penalty, excise tax or joint and several liability provisions of the Code or ERISA relating to Employee Benefit Plans and, to the best knowledge of the Company, no event, transaction or condition has occurred or exists that, with or without the passage of time, the giving of notice or both, would result in any such liability to the Company or, following the Closing, the Company, the Purchaser or any such Employee Benefit Plan. (c) None of the assets of the Company is subject to any Encumbrance in favor of, or enforceable by, the Pension Benefit Guaranty Corporation (the "PBGC"). (d) No Employee Benefit Plan is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA, a "multiple employer ...

Employee Benefit Plans and Related Matters. (a) Employee Benefit Plans, Collective Bargaining and Employment Agreements, and Similar Arrangements. (i) Schedule 7.36(a)(i) to be attached hereto shall list all employee benefit plans and collective bargaining, labor and employment agreements or other similar arrangements to which the Company and any ERISA Affiliate (as hereinafter defined) of the Company is or ever has been a party or by which it is or ever has been bound, legally or otherwise, including, without limitation, (A) any profit-sharing, deferred compensation, bonus, stock option, stock purchase, pension, retainer, consulting, retirement, severance, welfare or incentive plan, agreement or arrangement, (B) any plan, agreement or arrangement providing for "fringe benefits" or perquisites to employees, officers, directors or agents, including but not limited to benefits relating to Company automobiles, clubs, vacation, child care, parenting, sabbatical, sick leave, medical, dental, hospitalization, life insurance and other types of insurance, (C) any employment agreement or (D) any other "employee benefit plan" within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). (ii) The Sellers have delivered to Purchaser copies, complete in all material respects, of all documents and summary plan descriptions with respect to such plans, agreements and arrangements, or summary descriptions of any such plans, agreements or arrangements not otherwise in writing. (iii) To the Knowledge of the Sellers, there are no negotiations, demands or proposals that are pending or have been made and are currently effective which concern matters now covered, or that would be covered, by plans, agreements or arrangements of the type describe in this Section. (iv) The Company is in material compliance with the applicable provisions of ERISA (as amended through the date of this Agreement), the regulations and published authorities thereunder, and all other Applicable Laws with respect to all such employee benefit plans, agreements and arrangements. To Sellers' Knowledge, the Company has materially performed all of its obligations under all such plans, agreements and arrangements including, but not limited to, the full payment of all amounts required to be made as contributions thereto or otherwise, and as to periods ending on or before the date of this Agreement for which contributions are not yet required to be made, the Company has accrued on its books the amount of such payments in ...

Employee Benefit Plans and Related Matters. 21 Section 2.25...........................................................Transactions with Related Parties. 23 Section 2.26.....................................................................

Employee Benefit Plans and Related Matters. Except as set out in Schedule 5.14, ICL is not a party to, is not bound by and has no actual or contingent liability in respect of, any Employee Plan. No pension plan provides benefits on a defined benefit basis. Correct and complete copies of all Employee Plans set out in Schedule 5.14 and all related documents, or, where oral, correct and complete written summaries of their terms, have been provided to the Buyer. For the purposes of this Section 5.14, related documents in respect of an Employee Plan includes, without limitation: (i) all documents establishing or creating such plan; (ii) any funding agreement or amendments thereto; (iii) the three most recent actuarial reports; (iv) all funding, investment and financial information; (v) all regulatory returns, reports, statements or filings made or completed within the three years prior to the date hereof; (vi) all Employee Plan summaries and booklets describing or giving particulars of the plan; (vii) all material correspondence with all regulatory authorities; (viii) all material internal memoranda; and (ix) all material professional opinions. Except as set out in Schedule 5.14: (a) each Pension Plan is and has been registered, and each Employee Plan has been established and administered and, if applicable, invested and funded in accordance in all material respects with: (A) all applicable laws, regulations and orders, all applicable legislative, administrative and judicial promulgations, and all applicable regulatory policy (for the purposes of this Section 5.14, collectively “Applicable Laws and Regulations”); (B) the terms of the plan, the terms of any applicable collective agreement or other agreements with Labor Representatives, and all employee plan summaries and booklets; and (C) all understandings, written or oral, between ICL and plan participants; (b) all obligations to be performed at or prior to the Closing Date respecting each Employee Plan (including, without limitation, those respecting the making or payment of contributions or premiums, as applicable) have been or will have been performed in accordance with the relevant terms of each plan and all Applicable Laws and Regulations, and no governmental charges are owing or eligible under any Employee Plan; (c) all Employee Plans which are required to be funded are fully funded and the funds in such plans are and have been invested in accordance with the relevant terms of each plan and all Applicable Laws and Regulations, and, in the case of ...

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. (b) Except where noncompliance would not have a Material Adverse Effect on the Company or where otherwise disclosed on SCHEDULE 3.12, the Company Benefit Plans are in compliance with all applicable provisions of the Code, ERISA, the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Fair L...

Employee Benefit Plans and Related Matters. (a) Set forth on Schedule 3.9 is a true and complete list or description of each "employee benefit plan", as such term is defined in section 3(3) of ERISA, whether or not subject to ERISA, and each bonus, incentive or deferred compensation, severance, retention, change of control, stock option, stock appreciation, stock purchase, phantom stock or other equity-based, performance or other plan, program, arrangement, agreement, policy or understanding, whether written or oral, that provides benefits in respect of any employee or former employee of the Technology Business (such employees, or former employees, the "Technology Business Employees") to which Seller or the Technology Business may have any liability or obligation (collectively, the "Plans"). Neither the Seller nor any of its Subsidiaries is a party to or bound by any collective bargaining agreement and there are no labor unions or other organizations representing, purporting to represent or attempting to represent any employees employed in the operation of the Technology Business. (b) Each Plan intended to be qualified under section 401(a) of the Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS as to its qualification under the Code and to the effect that each such trust is exempt from taxation under section 501(a) of the Code, and to the Seller's Knowledge, nothing has occurred since the date of such determination letter that would, individually or in the aggregate, materially adversely affect such qualification or tax-exempt status. (i) No Plan is subject to section 412 of the Code or section 302 or Title IV of ERISA. No Technology Business Asset is subject to any lien (including a pledge of such assets as security to satisfy an obligation) under section 401(a)(29) of the Code, section 412(n) of the Code, section 302(f) of ERISA or section 4068 of ERISA. (ii) No liability has been or is expected to be incurred by Seller or any entity required to be aggregated with Seller under section 4001 of ERISA (either directly or indirectly, including as a result of an indemnification obligation), under or pursuant to Title I or IV of ERISA or the penalty, excise tax or joint and several liability provisions of the Code relating to employee benefit plans that would, following the Closing, become or remain a liability of the Technology Business or become a liability of the Buyer or of any employee benefit plan established or contributed to by the B...

Employee Benefit Plans and Related Matters. Neither any member of the China Group nor any of its Subsidiaries has any Benefit Plans subject to the Law of the United States. With respect to each Benefit Plan: (a) all employer and employee contributions to each Benefit Plan required by applicable Law or by the terms of such Benefit Plan have been made, or, if applicable, accrued in accordance with GAAP; (b) the fair market value of the assets of each funded Benefit Plan, the liability of each insurer for any Benefit Plan funded through insurance or the book reserve established for any Benefit Plan, together with any accrued contributions, are sufficient to procure or provide for the accrued benefit obligations, as of the Closing Date, with respect to all current and former participants in such plan according to the actuarial assumptions and valuations most recently used to determine employer contributions to such Benefit Plan and none of the transactions contemplated by this Agreement and the Ancillary Agreements shall cause such assets or insurance obligations to be less than such benefit obligations; and (c) Each of the Benefit Plans has been operated and administered in all respects in compliance with its terms, all applicable Laws and all applicable collective bargaining agreements, except for any failure so to comply that, individually and in the aggregate, would not reasonably be expected to result in a material liability or obligation on the part of any member of the China Group or Yahoo! or any of its Affiliates, or to have or result in a Material Adverse Effect. There are no material pending or, to the knowledge of any member of the China Group, threatened claims by or on behalf of any of the Benefit Plans, by any employee of any member of the China Group or otherwise involving any such Benefit Plan or the assets of any such Benefit Plan (other than routine claims for benefits, all of which have been fully reserved for on the regularly prepared balance sheets of the China Group).

Employee Benefit Plans and Related Matters. (a) Schedule 4.25(a) sets forth a complete and accurate list of all Benefit Plans that any Hatteras Group member or any ERISA Affiliate established, sponsors, maintains, contributes to, or with respect to which any obligation to contribute has or had been undertaken by Hatteras Group member or any ERISA Affiliate, or which is maintained, sponsored or contributed to by any other Person for the benefit or on behalf of any Hatteras Group member’s employees, officers, directors or other service providers (whether current, former or retired) or their beneficiaries, or under which any Hatteras Group member or any ERISA Affiliate has any liability or potential liability to any employee, officer, director or any other service provider of the Hatteras Group members (whether current, former or retired) or their beneficiaries (each an “Employee Benefit Plan”). The Hatteras Group members have provided to Purchaser accurate and complete copies, if applicable, of each Employee Benefit Plan, including the plan document, all amendments thereto and all related trust documents, along with copies, for each Employee Benefit Plan, if applicable, of (i) the most recently filed Form 5500 (with all schedules and attachments), (ii) a copy of the most recent determination or opinion letter issued with respect to each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code, (iii) the most current summary plan description, and (iv) the most recent actuarial report. (b) The Employee Benefit Plans are in material compliance with all applicable requirements of ERISA, the Code, and other Applicable Laws and have been maintained and administered in accordance with their terms and such Applicable Laws. Each Employee Benefit Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter upon which it may rely as to its qualification, or is based on a prototype or volume submitter document that has received an opinion or notification letter from the IRS on which the sponsor may rely as to the plan’s qualification, and nothing has occurred whether by action or failure to act that could be reasonably expected to cause the loss of such qualification or the imposition of any penalty or Tax liability. No non-exempt “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 any Employee Benefit Plan. To the knowledge ...