Employee Benefit Plans; Employees Sample Clauses

Employee Benefit Plans; Employees. (a) Schedule 4.11(a) hereto sets forth a true and complete list of each Employee Benefit Plan. (b) Each of the Employee Benefit Plans is and has been in compliance with all applicable laws, including without limitation ERISA and the Code in all material respects; each of the Employee Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified and has received a determination letter from the Internal Revenue Service pursuant to Revenue Procedure 93-39 to the effect that such Employee Benefit Plan is qualified under Section 401(a) of the Code; no Employee Benefit Plan has or is expected to have an accumulated or waived funding deficiency within the meaning of Section 412 of the Code; neither Seller nor any ERISA Affiliate has incurred or is expected to incur, directly or indirectly, any liability (including any contingent liability) to or on account of a Employee Benefit Plan pursuant to Title IV of ERISA; no proceedings have been instituted to terminate any Employee Benefit Plan that is subject to Title IV of ERISA; no “reportable event,” as such term is defined in Section 4043(b) of ERISA, has occurred or is expected to occur with respect to any Employee Benefit Plan; and no condition exists that presents a risk to Seller or any ERISA Affiliate of incurring a liability to or on account of an Employee Benefit Plan pursuant to Title IV of ERISA. (c) The current value of the assets of each of the Employee Benefit Plans that are subject to Title IV of ERISA, based upon the actuarial assumptions (to the extent reasonable) presently used by the Employee Benefit Plans, exceeds the present value of the accrued benefits under each such Employee Benefit Plan calculated as the projected benefit obligation using the methodology under Financial Accounting Standards Board Statement No. 87; no Employee Benefit Plan is a multiemployer plan (within the meaning of Sections 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code (“Multiemployer Plan”) and no Employee Benefit Plan is a multiple employer plan subject to Sections 4063 and 4064 of ERISA or as defined in Section 413 of the Code (“Multiple Employer Plan”); and all contributions or other amounts payable by Seller as of the Closing with respect to each Employee Benefit Plan in respect of current or prior plan years have been paid. Neither Seller nor any ERISA Affiliate is or was obligated to contribute to any Multiemployer Plan or Multiple Employer Plan. There are no ...

Employee Benefit Plans; Employees. Except as to any noncompliance with any of the following provisions that would not, individually, or in the aggregate, have a Material Adverse Effect: (a) Schedule 5.18 sets forth a list of each "employee benefit plan" (as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and any other bonus, profit sharing, pension, compensation, deferred compensation, stock option, stock purchase, fringe benefit, severance, scholarship, disability, sick leave, vacation, bonus, retention, or other plan, agreement, or arrangement (each such plan, agreement or arrangement is referred to herein as an "Employee Benefit Plan", and collectively, the "Employee Benefit Plans") that is currently in effect for the benefit of (i) directors or employees of the Company, (ii) former directors or employees of the Company, or (iii) beneficiaries of anyone described in (i) or (ii) (collectively, "Company Employees") or with respect to which the Company or any "ERISA Affiliate" (hereby defined to include any trade or business, whether or not incorporated, other than the Company, which has employees who are treated pursuant to Section 4001(a)(14) of ERISA and/or Section 414 of the Code as employees of a single employer which includes the Company) has any obligation on behalf of any Company Employee. Except as disclosed on Schedule 5.18 attached hereto, there are no other benefits to which any Company Employee is entitled for which the Company has any obligation. (b) Parent has delivered to Purchaser, with respect to each Employee Benefit Plan, true and complete copies of (i) the documents embodying the plan, including, without limitation, the current plan documents and documents creating any trust maintained pursuant thereto, all amendments, group annuity contracts, insurance contracts, the most recent summary plan description, if any, and employee handbooks, (ii) annual reports including but not limited to Forms 5500, 990 and 1041 for the last two (2) years for the plan and any related trust; (iii) any communication involving the plan or any related trust to or from the Internal Revenue Service ("IRS"), Department of Labor ("DOL"), Pension Benefit Guaranty Corporation ("PBGC") or any other governmental authority since January 1, 1998, but excluding any IRS determination letter submission; and (iv) the most recent determination letter received from the IRS pertaining to any Employee Benefit Plan intended to qualify under Sections 401(a) o...

Employee Benefit Plans; Employees. (a) The Company does not have any Employee Benefit Plan as defined in the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). (b) Section 2.17(b) of the Schedule of Exceptions sets forth copies of standard form employment, confidentiality and non-compete contracts entered into with employees of the Group Companies. (c) Section 2.17(c) of the Schedule of Exceptions sets forth in respect of any for any Group Company (i) copies of any Social Insurance and Welfare Registrations or Vouchers for Social Insurance and Welfare, (ii) a description of the social insurance payments and housing fund payments for the employees and all the relevant supporting documents, (iii) copies of Housing Fund Contribution Registrations, and (v) latest receipts for the payments of social insurance and housing fund. (d) The Company has made available to counsel to the Purchaser copies of (i) all employment, “change in control”, severance, retirement, retention or consulting agreements or arrangements with the Founders, directors and key employees and consultants of the Group Companies, (ii) separation or termination agreements with former directors, officers or management employees, (iii) indemnification agreements or arrangements for officers, directors and consultants, (iv) outstanding loans to employees (including all executive officers) or directors, (e) Section 2.17(e) of the Schedule of Exceptions sets forth copies of registration with SAFE and the PRC tax authorities relating to the Share Plan. Other than those issued or granted pursuant to the Share Plan, there are no outstanding compensatory stock options, stock appreciation rights, restricted stock, restricted stock units and other forms of equity-based compensation. (f) Section 2.17(f) of the Schedule of Exceptions sets forth copies of all non-equity based incentive compensation plans or agreements (e.g., annual bonus plans, special bonus, long-term incentives, profit-sharing, etc.), including summaries of related performance goals and targets. (g) All required social insurance and housing fund registrations of WFOE or any Domestic Entity with each relevant Governmental or Regulatory Authority in the PRC have been filed and are valid and in force.

Employee Benefit Plans; Employees. None of the Borrower or any Borrower Subsidiary shall have (i) any Employee Benefit Plan, any Multiemployer Plan or any Pension Plan, or any obligation to fund any such plan, or (ii) any employees other than as required by any provisions of local law, provided that trustees and directors shall not be deemed to be employees for purposes of this covenant.

Employee Benefit Plans; Employees. (a) Schedule 4.22 hereto sets forth a true and complete list of each Employee Benefit Plan. (b) Each of the Employee Benefit Plans is and has been in compliance with all applicable laws, including without limitation ERISA and the Code in all material respects; each of the Employee Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified and has received a determination letter from the Internal Revenue Service pursuant to Revenue Procedure 93-39 to the effect that such Employee Benefit Plan is qualified under Section 401(a) of the Code; no Employee Benefit Plan has or is expected to have an accumulated or waived funding deficiency within the meaning of Section 412 of the Code; neither Seller nor any ERISA Affiliate has incurred or is expected to incur, directly or indirectly, any liability (including any contingent liability) to or on account of a Employee Benefit Plan pursuant to Title IV of ERISA; no proceedings have been instituted to terminate any Employee Benefit Plan that is subject to Title IV of ERISA; no “reportable event,” as such term is defined in Section 4043(b) of ERISA, has occurred or is expected to occur with respect to any Employee Benefit Plan; and no condition exists that presents a risk to Seller or any ERISA Affiliate of incurring a liability to or on account of an Employee Benefit Plan pursuant to Title IV of ERISA. (c) The current value of the assets of each of the Employee Benefit Plans that are subject to Title IV of ERISA, based upon the actuarial assumptions (to the extent reasonable) presently used by the Employee Benefit Plans, exceeds the present value of the accrued benefits under each such Employee Benefit Plan calculated as the projected benefit obligation using the methodology under Financial Accounting Standards Board Statement No. 87; no Employee Benefit Plan is a multiemployer plan (within the meaning of Sections 3(37) or 4001(a)(3) of ERISA or Section 414(f) of the Code (“Multiemployer Plan”) and no Employee Benefit Plan is a multiple employer plan subject to Sections 4063 and 4064 of ERISA or as defined in Section 413 of the Code (“Multiple Employer Plan”); and all contributions or other amounts payable by Seller as of the Closing with respect to each Employee Benefit Plan in respect of current or prior plan years have been paid. Neither Seller nor any ERISA Affiliate is or was obligated to contribute to any Multiemployer Plan or Multiple Employer Plan. There are no pen...

Employee Benefit Plans; Employees. (a) Schedule 3.20 sets forth a complete list of each “employee benefit plan” as defined in Section 3(3) of ERISA and all other material plans, contracts, agreements, practices, policies or arrangements maintained or contributed to by the Company or the Significant Company Subsidiaries which provide for any bonuses, deferred compensation, excess benefits, pensions, retirement benefits, profit sharing, stock bonuses, stock options, stock purchases, life, dental, accident, health or other insurance, hospitalization, vacation, severance pay, change of control payments or benefits, sick pay, leave, disability, educational assistance or any other material employee or executive benefit or fringe benefit (each a “Plan” and, collectively, the “Plans”). (b) With respect to each Plan, the Company has delivered to Buyer a current, accurate and complete copy of, to the extent applicable: (i) all documents which comprise the most current version of each such Plan and any related trust agreement or other funding instrument; (ii) the most recent summary plan description; (iii) for the most recent year (A) the Form 5500, together with all attached schedules and (B) audited financial statements; and (iv) the most recent Internal Revenue Service (the “IRS”) determination or opinion letter that the Plan is qualified within the meaning of Section 401(a) of the Code. (c) Neither the Company nor any of the Significant Company Subsidiaries is contributing to, or has in the past 6 years contributed to or has (or in the past 6 years has had) any material liability in respect of, (i) a Plan subject to Section 412 of the Code or Title I, Subtitle B, Part 3 of ERISA, (ii) a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA, (iii) a “multiple employer plan” as defined in the Code or ERISA, or (iv) a “funded welfare plan” as defined in Section 419 of the Code. (d) (i) For each Plan that is intended to be qualified under Code Section 401(a), the Company has obtained a favorable determination letter from the IRS and, to the Knowledge of the Company, nothing has occurred, whether by action or inaction, that could reasonably be expected to cause the loss of such qualification that would have a Material Adverse Effect, and (ii) no “reportable event” within the meaning of Section 4043 of ERISA or non-exempt “prohibited transaction” within the meaning of Section 406 of ERISA has occurred with respect to any Plan that would be reasonably likely to result in a material liabi...

Employee Benefit Plans; Employees. (a) Section 3.9(a)(i) of the Seller Disclosure Schedule lists all Company Benefit Plans and Section 3.9(a)(ii) of the Seller Disclosure Schedule lists all material Seller Benefit Plans. With respect to each Company Benefit Plan and each material Seller Benefit Plan, Seller has delivered or made available to Buyer copies, to the extent applicable, of (i) the plan and trust documents and the most recent summary plan description, and (ii) the most recent favorable determination letter from the Internal Revenue Service with respect to each Company Benefit Plan and Seller Benefit Plan intended to qualify under Section 401(a) of the Code. With respect to each Company Benefit Plan, in addition to the documents listed above, Seller has delivered or made available to Buyer the most recent annual report (Form 5500 series), the most recent financial statements and copies, to the extent applicable, of all contracts relating thereto, or to the funding thereof, including, without limitation, all trust agreements, insurance contracts, administration contracts, investment management agreements, subscription and participation agreements and recordkeeping agreements, each as in effect on the date hereof. (b) No Company Benefit Plan or Seller Benefit Plan is a Multiemployer Plan or a plan that is subject to Title IV of ERISA, and except as set forth on Section 3.9(b) of the Seller Disclosure Schedule, no Company Benefit Plan or Seller Benefit Plan provides health or other welfare benefits to former employees of the Transferred Companies other than health continuation coverage pursuant to COBRA. None of the Company Benefit Plans or the Seller Benefit Plans is a multiple employer plan (within the meaning of Section 413(c) of the Code) or a multiple employer welfare arrangement (within the meaning of Section 3(40) of ERISA). (c) Each Company Benefit Plan and Seller Benefit Plan has been maintained and administered in compliance in all material respects with the applicable requirements of ERISA, the Code and any other Applicable Laws. Each Company Benefit Plan or Seller Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or is the subject of a favorable opinion letter from the Internal Revenue Service on the form of such Company Benefit Plan or Seller Benefit Plan and the tax-exempt status of any trust which forms a part of such plan under Section 501(a) of the Code, all am...

Employee Benefit Plans; Employees. (a) Section 4.15(a) of the Disclosure Letter sets forth a complete list of all Benefit Plans covering the current or former employees of the Business, the Company and the SCT Subsidiaries (“Employees”), and neither the Company nor any SCT Subsidiary has any other Benefits Plans. Each Benefit Plan has in all material respects been established and administered in accordance with its terms and in compliance with applicable Laws. Except as provided in Section 4.15(a) of the Disclosure Letter, the Internal Revenue Service has issued a favorable determination letter with respect to each Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code. Section 4.15(a) of the Disclosure Letter lists each Benefit Plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code. Except as provided in Section 4.15(a) of the Disclosure Letter, no Benefit Plan is a “multiemployer plan” within the meaning of Section 3(37) of ERISA. Except as provided in Section 4.15(a) of the Disclosure Letter, no Benefit Plan has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063 of ERISA (a “Multiple Employer Plan”), nor has the Company or any SCT Subsidiary at any time contributed to, or been obligated to contribute to, any Multiple Employer Plan or any “multiemployer plan”. (b) Except as provided in Section 4.15(b) of the Disclosure Letter, except for continuation coverage as required by Section 4980(B) of the Code or by applicable state insurance Laws, no Benefit Plan provides life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof and the Company and the SCT Subsidiaries have no current or projected liability with respect to post employment or post retirement health or medical or life insurance benefits for retired, former or current employees, except as required to avoid excise tax under Section 4980B of the Code. (c) With respect to any Benefit Plan for current or former Employees, no event has occurred and no condition or set of circumstances exists other than the Divestiture under which any of the Company, the SCT Subsidiaries or the Business has indemnified or is required to indemnify any person against any liability (except liability for benefit claims and funding obligations payable in the ordinary course). Except as provided in Section 4.15(c) of the Disclosure Letter neither the Company, the SCT Subsidiar...

Employee Benefit Plans; Employees. Except as set forth on Section 4.11(a), no Acquired Company has any health, severance pay, salary continuation, bonus, incentive, stock option, restricted stock unit, retirement, workers’ compensation, pension, profit sharing or deferred compensation plans, contracts, programs, funds (“Employee Plans”). Except as set forth on Schedule 4.11(a), no Acquired Company makes or is required to make payments, transfers, or contributions in respect of any Employee Plans. Schedule 4.11(b) includes an accurate count of employees and leased personnel of each Acquired Company by location as of the date hereof.

Employee Benefit Plans; Employees. (a) Schedule 3.14(a) contains a true and complete list of each current Employee Benefit Plan. (b) No Seller Party nor any Commonly Controlled Entity contributes to or has an obligation to contribute to, nor has any Seller Party or any Commonly Controlled Entity at any time within six years prior to the Closing Date contributed to or had an obligation to contribute to, a multiemployer plan within the meaning of Section 3(37) of ERISA or a plan subject to Title IV of ERISA. (c) All obligations of the Seller Parties and each Commonly Controlled Entity, whether arising by operation of law or by contract, required to be performed under Section 4980B of the Code, Section 601 through 608 of ERISA, or similar state law, including, but not limited to, such obligations that may arise by virtue of the transaction contemplated by this Agreement, have been or will be timely performed. (d) Schedule 3.14(d) lists all individuals performing services for the Seller Parties or any subsidiary as of the date of this Agreement and the annual compensation or rate of pay for each, with each such individual identified as (i) salaried or hourly, (ii) exempt or nonexempt, (iii) full-time or part-time, (iv) temporary or permanent, and (v) active or inactive, including the reason for such inactive status (e.g., leave of absence, suspension for substandard performance, FMLA, disability, layoff, etc.). Except as set forth on Schedule 3.14(d), none of said individuals is a common law employee of a Seller Party, and none of said individuals is subject to a collective bargaining agreement.