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.
Employee Benefit Plans; Employment Matters. (a) Except as set forth on Exhibit 3.13 to the Coram Disclosure Schedule, neither Coram nor any Coram 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, except those permitted or required to be established hereunder. All such plans listed on Exhibit 3.13 (individually, a "Coram Plan" and collectively, the "Coram 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 Coram or any Coram Subsidiary has resulted in a "prohibited transaction" (as defined in ERISA) with respect to the Coram 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 Coram Plans which is subject to Title IV of ERISA. No Coram Plan has any accumulated funding deficiency or liability to the Pension Benefit Guaranty Corporation. Neither Coram nor any of the Coram 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.
Employee Benefit Plans; Employment Matters. 16 3.13 Compliance with Laws in General............................................................17 3.14
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. 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 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. (a) Except as set forth in Section 3.13(a) of the Xxxxx Disclosure Schedule or in the Xxxxx Public Reports, there are no Employee Benefit Plans established, maintained, adopted, participated in, sponsored, contributed to, provided, promised to provide, terminated by, or resulting in any liability to Xxxxx or a Xxxxx Subsidiary, and Schedule 3.13(a) separately identifies each Employee Benefit Plan in which employees at non-United States locations of Xxxxx are eligible to participate. As used in this Agreement, (1) “
Employee Benefit Plans; Employment Matters. 15 4.14 Compliance with Laws in General . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 4.15
Employee Benefit Plans; Employment Matters. (a) (i) Schedule 3.14(a) 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, without limitation, multi-employer plans within the meaning of ERISA section 3(37)), stock purchase, stock option, severance, employment, change-in-control, fringe benefit, 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 solely as a result of the consummation of the transaction contemplated by this Agreement), whether formal or informal, oral or written, legally binding or not, under which any employee or former employee of EKCO or its EKCO Subsidiaries has any present or future right to benefits or under which EKCO or its EKCO Subsidiaries has any liability (all such plans, agreements, programs, policies and arrangements shall be referred to as (individually, a "Plan" and collectively, the "Plans"); (ii) except as set forth in Section 3.14(a) of the EKCO Disclosure Schedule, all such plans listed in Section 3.14(a) of the EKCO Disclosure Schedule have been operated and administered in accordance with ERISA, the Code and other applicable law, except where such failure so to operate and administer would not reasonably be expected to have a Material Adverse Effect; (iii) except as set forth in Section 3.14(a) of the EKCO Disclosure schedule, no act or failure to act by EKCO 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, and no "reportable event" (as defined in ERISA) which requires the filing of a report thereof with the Pension Benefit Guaranty Corporation has occurred with respect to any of the Plans which is subject to Title IV of ERISA; (iv) each Plan which is intended to be qualified within the meaning of Code section 401(a) is so qualified and has received a favorable determination or opinion letter as to its qualification, and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification (except for the failure to amend such Plans to comply with requirements of the Code or regulations thereunder for which the remedial amendment period has not expired), (v) no event has occu...
Employee Benefit Plans; Employment Matters. 19 2.16. EMPLOYEES................................................................ 23 2.17. ENVIRONMENTAL MATTERS.................................................... 24 2.18. AGREEMENTS, CONTRACTS AND COMMITMENTS.................................... 25 2.19.
