Employee Benefit Plans; Employment Matters Sample Clauses

Employee Benefit Plans; Employment Matters. 21 5.12 Compliance with Laws in General...................................................... 22 5.13 Licenses, Accreditation and Regulatory Approvals..................................... 22 5.14

Employee Benefit Plans; Employment Matters. (a) Except as disclosed in the HEALTHSOUTH Documents, HEALTHSOUTH has neither established nor maintains nor is obligated to make contributions to or under or otherwise participate in (i) any bonus or other type of incentive compensation plan, program, agreement, policy, commitment, contract or arrangement (whether or not set forth in a written document), (ii) any pension, profit-sharing, retirement or other plan, program or arrangement, or (iii) any other employee benefit plan, fund or program, including, but not limited to, those described in Section 3(3) of ERISA. All such plans have been operated and administered in all material respects in accordance with, as applicable, ERISA, the Code, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, and the related rules and regulations adopted by those federal agencies responsible for the administration of such laws. No act or failure to act by HEALTHSOUTH has resulted in a "prohibited transaction" (as defined in ERISA) with respect to the Plans that is not subject to a statutory or regulatory exception. No "reportable event" (as defined in ERISA) has occurred with respect to any of the Plans which is subject to Title IV of ERISA. Except as disclosed in the HEALTHSOUTH Documents, HEALTHSOUTH has not previously made, is not currently making, and is not obligated in any way to make, any contributions to any multi-employer plan within the meaning of the Multi-Employer Pension Plan Amendments Act of 1980, as amended. (b) Except as disclosed in the HEALTHSOUTH Documents, HEALTHSOUTH is not a party to any oral or written (i) union, guild or collective bargaining agreement which agreement covers employees in the United States (nor is it aware of any union organizing activity currently being conducted in respect to any of its employees), (ii) agreement with any executive officer or other key employee the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction of the nature contemplated by this Plan of Merger and which provides for the payment of in excess of $100,000, or (iii) agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting the benefits of which will be accelerated, by the occurrence of any of the transactions conte...

Employee Benefit Plans; Employment Matters. (a) Section 4.11(a) of the Company Disclosure Schedule sets forth a correct and complete list of each material Company Benefit Plan. With respect to each material Company Benefit Plan, to the extent applicable, correct and complete copies of the following have been delivered or made available to Parent by the Company: (i) the Company Benefit Plan, if written (including all amendments and attachments thereto), (ii) a written summary, if the Company Benefit Plan is not in writing, (iii) all related trust documents, (iv) all insurance contracts or other funding arrangements, (v) the two most recent annual reports (Form 5500) filed with the Internal Revenue Service (the “IRS”), (vi) the most recent determination, opinion or advisory letter from the IRS, (vii) the most recent summary plan description and any summary of material modifications thereto, (viii) all related material filings and communications received from or sent to any Governmental Entity since January 1, 2014 and (ix) the most recent audited financial statement and/or actuarial valuation. (b) Each Company Benefit Plan has been established, operated and administered in all material respects in accordance with its terms and the requirements of all applicable Laws, including ERISA and the Code. All material contributions required to be made to any Company Benefit Plan by applicable Law or by any plan document or other contractual undertaking, and all material premiums due or payable with respect to insurance policies funding any Company Benefit Plan, have been timely made or paid in full or, to the extent not required to be made or paid on or before the date hereof, have been fully reflected on the books and records of the Company in accordance with GAAP. There are no pending or threatened claims (other than routine claims for benefits) by, on behalf of or against any of the Company Benefit Plans or any trusts related thereto. (c) Section 4.11(c) of the Company Disclosure Schedule identifies each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code (each, a “Qualified Plan”). The IRS has issued a favorable determination, opinion or advisory letter with respect to each Qualified Plan and its related trust, and such determination, advisory or opinion letter has not been revoked (nor has revocation been threatened), and, to the knowledge of the Company and its Subsidiaries, there are no existing circumstances and no events have occurred that could adversely affect the ...

Employee Benefit Plans; Employment Matters. (A) Except as set forth on Exhibit 3.11 to the Rotech Disclosure Schedule, neither Rotech nor any Rotech Subsidiary has established or maintains or is obligated to make contributions to or under or otherwise participate in (i) any bonus or other type of incentive compensation plan, program, or arrangement (whether or not set forth in a written document), (ii) any pension, profit-sharing, retirement, or other plan, program, or arrangement, or (iii) stock ownership, stock purchase, phantom stock, retirement, vacation, severance, disability, death benefit, hospitalization, or any other employee benefit plan, fund, or program, including, but not limited to, those described in Section 3(3) of ERISA. All such plans listed on Exhibit 3.11 (individually, a "Rotech Plan" and collectively, the "Rotech Plans") have been operated and administered in all material respects in accordance with, as applicable, ERISA, the Age Discrimination in Employment Act of 1967, as amended, and the related rules and regulations adopted by those federal agencies responsible for the administration of such laws. No act or failure to act by Rotech or any Rotech Subsidiary has resulted in a "prohibited transaction" (as defined in ERISA) with respect to the Rotech Plans that is not subject to a statutory or regulatory exception. No "reportable event" (as defined in ERISA, but excluding any event for which notice is waived under the ERISA regulations) has occurred with respect to any of the Rotech Plans which is subject to Title IV of ERISA. No Rotech Plan has any accumulated funding deficiency or liability to the Pension Benefit Guaranty Corporation. Neither Rotech nor any of the Rotech Subsidiaries has previously made, is currently making, or is obligated in any way to make, any contributions to any multi-employer plan within the meaning of the Multi-Employer Pension Plan Amendments Act of 1980. (B) Except as set forth on Exhibit 3.11 to the Rotech Disclosure Schedule, neither Rotech nor any Rotech Subsidiary is a party to any oral or written (i) employment or consulting agreement providing for the payment of compensation in excess of $150,000 per year, (ii) union, guild, or collective bargaining agreement which agreement covers employees (nor is it aware of any union organizing activity currently being conducted in respect to any of its employees), (iii) agreement with any executive officer or other key employee the benefits of which are contingent, or the terms of which are materially alt...

Employee Benefit Plans; Employment Matters. (a) Except as set forth on Schedule 3.11(a), and except as would not have a Material Adverse Effect, neither AOL, nor ANS nor any ANS Entity has established or maintains or is obligated to make contributions to or under or otherwise participates in with respect to any current or former employee or director of ANS or any ANS Entity: (i) any stock option, restricted stock, stock appreciation rights, bonus or other type of incentive compensation plan, program, agreement or arrangement; (ii) any severance, pension, profit-sharing, thrift or savings, retirement, deferred compensation, employee stock ownership, employee stock purchase or supplemental executive retirement plan, agreement or arrangement, including, but not limited to, those described in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); or (iii) any life insurance, death benefit, health and hospitalization, disability, cafeteria or Section 125, employee assistance, education or tuition assistance, vacation benefit or fringe benefit plan, or other employee benefit plan, program, agreement or arrangement, including, but not limited to, those described in Section 3(1) of ERISA. Except as disclosed on Schedule 3.11(a), all such plans listed on Schedule 3.11(a) in which United States-based employees participate (collectively, the "ANS Benefit Plans") have been operated and administered in all material respects in accordance with all applicable laws, rules and regulations, including, but not limited to ERISA, the Code, and the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (and any similar statute of a state or other jurisdiction, domestic or foreign, if applicable). With respect to each ANS Benefit Plan, AOL and ANS have made available to WorldCom the following (to the extent they exist with respect to such ANS Benefit Plan): (i) the document(s) governing such plan, including, if applicable, the plan document, the trust agreement, any insurance contract, administrative services agreement, investment manager agreement, and any amendments thereto; (ii) the two most recent annual reports of such plan on the appropriate IRS Form 5500-series form; (iii) the financial statements of the plan for the two most recent plan years, and if applicable, actuarial valuation or other actuarial reports for the plan for the two most recent plan years; (iv) the most recent summary plan description for the plan and any subsequent summary of material modifications;...

Employee Benefit Plans; Employment Matters. (a) Except as set forth in Exhibit 4.11(a) to the PhyCor Disclosure Schedule, to the knowledge of PhyCor, PhyCor has neither established nor maintained nor is obligated to make contributions to or under or otherwise participate in (i) any bonus or other type of incentive compensation plan, program or arrangement (whether or not set forth in a written document), (ii) any pension, profit-sharing, retirement or other plan, program or arrangement, or (iii) any other employee benefit plan, fund or program, including, but not limited to, those described in Section 3(3) of ERISA (individually, a "PhyCor Plan" and collectively, the "PhyCor Plans"), except for such plans that are not material. (b) Except as set forth in Exhibit 4.11(b) to the PhyCor Disclosure Schedule or as is expressly contemplated by this Plan of Merger, PhyCor is not a party to any oral or written (i) union, guild or collective bargaining agreement which agreement covers employees in the United States (nor is it aware of any union organizing activity currently being conducted in respect to any of its employees), (ii) agreement with any executive officer or other key employee the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction of the nature contemplated by this Plan of Merger and which provides for the payment of in excess of $25,000.00, or (iii) agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase plan, any of the benefits of which will be increased, or the vesting of which will be accelerated, by the occurrence of any of the transactions contemplated by this Plan of Merger or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Plan of Merger. (c) Prior to the Effective Time, PhyCor will deliver or make available to MedPartners true, accurate and complete copies of the documents comprising each PhyCor Plan, each pension plan (as defined in Section 3(2) of ERISA) maintained by or for the benefit of employees of any entity which is affiliated with PhyCor through a management agreement, and any related trust agreements, annuity contracts or any other funding instruments ("Funding Arrangements") and the most recent Form 5500 annual report. (d) Except as set forth in Exhibit 4.11(d) of the PhyCor Disclosure Schedule or as would not have a material adverse effect on PhyCor: (i) Each PhyCor Plan...

Employee Benefit Plans; Employment Matters. 15 4.14 Compliance with Laws in General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 4.15

Employee Benefit Plans; Employment Matters. (a) Except as described in the Health Images Documents or set forth on Exhibit 3.15 (a) to the Disclosure Schedule, Health Images has neither established nor maintains nor is obligated to make contributions to or under or otherwise participate in (a) any bonus or other type of incentive compensation plan, program, agreement, policy, commitment, contract or arrangement (whether or not set forth in a written document), (b) any pension, profit-sharing, retirement or other plan, program or arrangement, or (c) any other employee benefit plan, fund or program, including, but not limited to, those described in Section 3(3) of ERISA. All such plans (individually, a "Plan" and collectively, the "Plans") have been operated and administered in all material respects in accordance with, as applicable, ERISA, the Internal Revenue Code of 1986, as amended, Title VII of the Civil Rights Act of 1964, as amended, the Equal Pay Act of 1967, as amended, the Age Discrimination in Employment Act of 1967, as amended, and the related rules and regulations adopted by those federal agencies responsible for the administra- tion of such laws. No act or failure to act by Health Images has resulted in a "prohibited transaction" (as defined in ERISA) with respect to the Plans that is not subject to a statutory or regulatory exception. No "reportable event" (as defined in ERISA) has occurred with respect to any of the Plans which is subject to Title IV of ERISA. Health Images has not previously made, is not currently making, and is not obligated in any way to make, any contributions to any multi-employer plan within the meaning of the Multi-Employer Pension Plan Amendments Act of 1980. (b) Except as described in the Health Images Documents or set forth on Exhibit 3.15(b) to the Disclosure Schedule, Health Images is not a party to any oral or written (i) union, guild or collective bargaining agreement which agreement covers employees in the United States (nor is it aware of any union organizing activity currently being conducted in respect to any of its employees), (ii) agreement with any executive officer or other key employee the benefits of which are contingent, or the terms of which are materially altered, upon the occurrence of a transaction of the nature contemplated by this Plan of Merger and which provides for the payment of in excess of $50,000, or (iii) agreement or plan, including any stock option plan, stock appreciation rights plan, restricted stock plan or stock purchase pla...

Employee Benefit Plans; Employment Matters. (a) Except as set forth in Exhibit 3.12 (a) to the Sheer, Aheaxx Xxxclosure Schedule, Sheer, Aheaxx xxx neither established nor maintains nor is obligated to make contributions to or under or otherwise participate in (i) any bonus or other type of incentive compensation plan, program or arrangement (whether or not set forth in a written document), (ii) any pension, profit-sharing, retirement or other plan, program or arrangement, or (iii) any other employee benefit plan, fund or program, including, but not limited to, those described in Section 3(3) of ERISA. All such plans listed in Exhibit 3.12 (a) (individually, a "Sheer, Aheaxx Xxxn" and collectively, the "Sheer, Aheaxx Xxxns") have been operated and administered in all material respects in accordance with, as applicable, ERISA, the Code, the Age Discrimination in Employment Act of 1967, as amended, and the related rules and regulations adopted by those federal agencies responsible for the administration of such laws. To the knowledge of Sheer, Aheaxx, xx act or failure to act by Sheer, Aheaxx xxx resulted in a "prohibited transaction" (as defined in ERISA) with respect to the Sheer, Aheaxx Xxxns that is not subject to a statutory or regulatory exception and that could have a material adverse effect on Sheer, Aheaxx. Xx "reportable event" (as defined in ERISA, but excluding any event for which notice is waived under the ERISA regulations) has occurred with respect to any of the Sheer, Aheaxx Xxxns which is subject to Title IV of ERISA. Sheer, Aheaxx xxx not previously made, is not currently making, and is not obligated in any way to make, any

Employee Benefit Plans; Employment Matters. 20 3.12 Compliance with Laws; Permits.......................................... 22 3.13 Patents, Trademarks, Etc............................................... 23 3.14 No Assets Held by AOL or AOL Entities.................................. 24 3.15