Employee Benefit Plans; Employee Relations. (a) Section 4.12 of the Company Disclosure Letter contains a true and complete list of each "employee benefit plan" (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including multiemployer plans within the meaning of ERISA Section 3(37)), and any material stock purchase, stock option, severance, employment, change-in-control, fringe benefit, welfare benefit, collective bargaining, bonus, incentive, deferred compensation and all other material employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which any employee or former employee of the Company may have any present or future right to benefits or under which the Company has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the "Benefit Plans." Where appropriate all references to the "Company" in this Section 4.12 shall refer to the Company and any employer that would be considered a single employer with the Company under Section 414(b), (c), (m) or (o) of the Code.
(b) The Company has, with respect to each Benefit Plan, if applicable, delivered or made available to Parent true and complete copies of: (i) all Benefit Plan texts and agreements and related trust agreements (or other funding vehicles); (ii) the most recent summary plan descriptions; (iii) the most recent annual report (including all schedules thereto); (iv) the most recent Form 5500 and attached schedules, annual audited financial statement and actuarial valuation report; (v) if the Benefit Plan is intended to qualify under Code Section 401(a), the most recent determination letter received from the Internal Revenue Service ("IRS"); and (vi) all material communications with any governmental entity or agency (including the Pension Benefit Guaranty Corporation ("PBGC") and the IRS) given or received within the past year.
(c) No Benefit Plan is subject to either Code Section 412 or Title IV of ERISA and the Company has not sponsored, maintained or contributed to, or had any obligation to sponsor, maintain or contribute to, any employee benefit plan subject to Title IV of ERISA within the last six years.
(d) Except as set forth in Section ...
Employee Benefit Plans; Employee Relations. 32 SECTION 4.13. Taxes........................................................................34 SECTION 4.14. Finders and Investment Bankers...............................................36 SECTION 4.15. Opinion of Financial Advisor.................................................37 SECTION 4.16. Vote Required................................................................37 SECTION 4.17. Anti-takeover Plan; State Takeover Statutes..................................37 SECTION 4.18. Environmental Matters........................................................38 SECTION 4.19. Real Property; Ownership of Premises.........................................39 SECTION 4.20. Compliance with Laws; Government Approvals...................................40 SECTION 4.21. Insurance....................................................................40 SECTION 4.22. Absence of Sensitive Payments................................................40 SECTION 4.23. Contracts....................................................................41 SECTION 4.24. Regulation as a Utility......................................................42 SECTION 4.25. Intellectual Property........................................................42 SECTION 4.26. Hedging; Hydrocarbon Sales and Balancing.....................................43 SECTION 4.27. Agreements with Regulatory Agencies..........................................43 SECTION 4.28. Ryder Scott Report...........................................................00 SECTION 4.29. Status and Operation of Oil and Gas Properties...............................44
Employee Benefit Plans; Employee Relations. The following representations and warranties contained in this Section 3.2(l) are qualified by such exceptions which, individually and in the aggregate, would not have a Material Adverse Effect with respect to ISN.
(i) Section 3.2(l)(i) of the Parent Disclosure Schedule contains a true and complete list of each "employee benefit plan" (within the meaning of section 3(3) of ERISA, including multiemployer plans within the meaning of ERISA section 3(37)), stock purchase, stock option, severance, employment, change-in-control, fringe benefit, welfare benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise), whether formal or informal, oral or written, legally binding or not, under which any employee or former employee of ISN has any present or future right to benefits or under which ISN has any present or future liability. All such plans, agreements, programs, policies and arrangements shall be collectively referred to as the "ISN Benefit Plans." Where appropriate all references to the "ISN" in this Section 3.2(l) refer to ISN and any member of its "controlled group" within the meaning of Section 414 of the Code.
Employee Benefit Plans; Employee Relations. The following representations and warranties contained in this Section 3.2(l) are qualified by such exceptions which, individually and in the aggregate, would not have a Material Adverse Effect with respect to ISN.
(i) Section 3.2(l)(i) of the Parent Disclosure Schedule contains a true and complete list of each "employee benefit plan" (within the meaning of section 3(3) of ERISA, including multiemployer plans within the meaning of ERISA section 3(37)), stock purchase, stock option, severance, employment, change-in- control, fringe benefit, welfare benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs,
Employee Benefit Plans; Employee Relations. The Company maintains no pension, profit sharing, stock bonus, stock option, deferred compensation, health, life, accident or disability plans and the Company is not a party to any employment or severance agreements (including but not limited to, any "employee benefit plans" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and the regulations promulgated thereunder.
Employee Benefit Plans; Employee Relations i) IM Telecom has never established, sponsored, participated in, maintained, or contributed to any pension, profit sharing, bonus, Membership Interest option, employment or severance agreements, deferred compensation plans, health, life, accident or disability plans, or any other agreement, arrangement, commitment or other employee benefit plan (including but not limited to, “employee benefit plans” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended and the regulations promulgated thereunder (“ERISA”)) or otherwise (the “Benefit Plans”), including, without limitation, (i) any “multiple employer plan,” as defined in Section 4001 of ERISA, or (ii) any “multiemployer plan,” as defined in Section 3(37) of ERISA, (iii) any single employer Benefit Plans which constitute “employee benefit plans” within the meaning of Section 3(3) of ERISA, (iv) any single employer Benefit Plan subject to Title IV of ERISA, (v) any single employer Benefit Plan subject to the minimum funding requirements of § 412 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”).
ii) IM Telecom has not maintained or contributed to a “multiple employer welfare arrangement” within the meaning of Section 3(440) of ERISA.
iii) The transfer of the Membership Interest pursuant to the Agreement will not by itself (i) entitle any current or former employee of IM Telecom to severance pay, unemployment compensation or any similar payment, or (ii) result in any liability to IM Telecom with respect to any Benefit Plan.
Employee Benefit Plans; Employee Relations. Section 3.13. Contracts Section 3.14. Right to Content Section 3.15. Product and Service Warranty Section 3.16. Litigation
Employee Benefit Plans; Employee Relations. (a) All “employee benefit plans” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), including multiemployer plans within the meaning of Section 3(37) of ERISA), stock purchase, stock option, severance, employment, change-in-control, fringe benefit, welfare benefit, collective bargaining, bonus, incentive, deferred compensation and all other employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transaction contemplated by this Agreement or otherwise), whether formal or informal, oral or written, under which any employee or former employee of the Seller has or had any present or future right to benefits or under which the Seller has or had any present or future liability are collectively referred to as the “Benefit Plans.” All Benefit Plans are set forth on Section 3.11(a) of the Seller Disclosure Letter. Where appropriate all references to the “Seller” in this Section 3.11 shall refer to the Seller and any member of its “controlled group” within the meaning of Section 414 of the Code.
(b) No Benefit Plan is, and the Company has not adopted, maintained or contributed to any Benefit Plan within the last preceding five years that was subject to either Section 412 of the Code or Title IV of ERISA.
(c) Except as set forth in Section 3.11(c) of the Seller Disclosure Letter, each Benefit Plan is in material compliance with its terms and all applicable laws and regulations. The Seller’s 401(k) Plan is the only Benefit Plan sponsored by the Seller which is intended to qualify under Section 401(a) of the Code, and the plan is so qualified. Each Benefit Plan that requires registration with a relevant Governmental Entity has been so registered.
(d) To the knowledge of the Seller, there are no Claims (as defined in Section 3.13 hereof) pending or threatened (other than routine claims for benefits) with respect to any Benefit Plan as to which the Seller has or could reasonably be expected to have any direct or indirect actual or contingent material liability.
(e) Each Benefit Plan which is a “group health plan” (as defined in Section 607(1) of ERISA) is in material compliance with the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Health Insurance Portability and Accountability Act and any other applicable federa...
Employee Benefit Plans; Employee Relations. Except as set forth in Schedule 6.22, neither the Company nor the Fund has any (a) bonus, deferred compensation, pension, profit-sharing, stock option, employee stock purchase or retirement plans or other employee benefit plans, including, without limitation, any "employee benefit plan" as defined in Section 3(3) of ERISA, or (b) collective bargaining agreements or any written employment agreements.
Employee Benefit Plans; Employee Relations. 16 Section 3.13. Contracts............................................18 Section 3.14. Right to Content.....................................20 TABLE OF CONTENTS PAGE ---- Section 3.15. Product and Service Warranty.........................20 Section 3.16. Litigation...........................................20 Section 3.17. Environmental Matters................................21 Section 3.18. Intellectual Property................................21
