Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, policy, arrangement and contract (including, without limitation, any "employee benefit plan," as defined in Section 3(3) of ERISA), maintained or contributed to at any time by KFI or any entity required to be aggregated with KFI pursuant to Section 414 of the Code (each, a "KFI Employee Plan"), no event has occurred and, to the knowledge of KFI, no condition or set of circumstances exists in connection with which KFI or any of its subsidiaries could reasonably be expected to be subject to any liability which would have a Material Adverse Effect on KFI.
(b) (i) No KFI Employee Plan is or has been subject to Title IV of ERISA or Section 412 of the Code; and (ii) each KFI Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code is the subject of a favorable Internal Revenue Service determination letter, and nothing has occurred which could reasonably be expected to adversely affect such determination.
(c) Schedule 3.10(c) of the KFI Disclosure Schedule sets forth a true and complete list, as of the date of this Agreement, of each person who holds any KFI Stock Options, together with the number of KFI Shares which are subject to such option, the date of grant of such option, the extent to which such option is vested (or will become vested as a result of the Merger), the option price of such option (to the extent determined as of the date hereof), whether such option is a nonqualified stock option or is intended to qualify as an incentive stock option within the meaning of Section 422(b) of the Code, and the expiration date of such option. Schedule 3.10(c) of the KFI Disclosure Schedule also sets forth the total number of such incentive stock options and such nonqualified options. KFI has furnished CALIPSO with complete copies of the plans pursuant to which the KFI Stock Options were issued. Other than the automatic vesting of KFI Stock Options that may occur without any action on the part of KFI or its officers or directors, KFI has not taken any action that would result in any KFI Stock Options that are unvested becoming vested in connection with or as a result of the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby.
(d) KFI has made available to CALIPSO: (i) a description of the terms of employment and compensation arrangements of all officers of KFI and a copy of each such ...
Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained or contributed to by IVAX or any IVAX Subsidiary, or with respect to which IVAX or any IVAX Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "IVAX Benefit Plans"), IVAX has delivered or made available to Bergen a true and correct copy of (i) such IVAX Benefit Plan and the most recent summary plan description related to each IVAX Benefit Plan for which a summary plan description is required, (ii) each trust agreement or other funding arrangement relating to such IVAX Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the Internal Revenue Service (the "IRS"), (iv) the most recent actuarial report or financial statement relating to an IVAX Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to any IVAX Benefit Plan qualified under Section 401(a) of the Code.
(b) Each IVAX Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the IVAX Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the IVAX Reports prior to the date of this Agreement. Except as set forth in Section 3.09(b) of the IVAX Disclosure Schedule, with respect to the IVAX Benefit Plans, no event has occurred and, to the knowledge of IVAX, there exists no condition or set of circumstances in connection with which IVAX or any IVAX Subsidiary could be subject to any liability under the terms of such IVAX Benefit Plans, ERISA, the Code or any other applicable Law which would individually or in the aggregate have an IVAX Material Adverse Effect.
(c) Except as set forth in Section 3.09(c) of the IVAX Disclosure Schedule or except as would not have an IVAX Material Adverse Effect, with respect to each IVAX Benefit Plan that is not subject to United States Law (an "IVAX Foreign Benefit Plan"):
(i) all employer and employee contributions to each IVAX Foreign Benefit Plan required by Law or by the terms of such IVAX Foreign Benefit Plan have been made or, if applicable, accrued in accordance with normal accounting practices;
(ii) the fair m...
Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit plan, program, arrangement and contract (including, without limitation, any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained or contributed to by Parent or any Parent Subsidiary, or with respect to which Parent or any Parent Subsidiary could incur liability under Section 4069, 4212(c) or 4204 of ERISA (the "PARENT BENEFIT PLANS"), Parent has delivered or made available to the Company a true, complete and correct copy of (i) such Parent Benefit Plan and the most recent summary plan description related to such Parent Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Parent Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS with respect to such Parent Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Parent Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Parent Benefit Plan, if it is qualified under Section 401(a) of the Code.
(b) Each Parent Benefit Plan has been administered in all material respects in accordance with its terms and all contributions required to be made under the terms of any of the Parent Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Parent Reports prior to the date of this Agreement. With respect to the Parent Benefit Plans, no event has occurred and, to the knowledge of Parent, there exists no condition or set of circumstances in connection with which Parent or any Parent Subsidiary could be subject to any liability under the terms of such Parent Benefit Plans, ERISA, the Code or any other applicable Law which could reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.
(c) Except as set forth in Section 5.09(c) of the Parent Disclosure Schedule, neither Parent nor any Parent Subsidiary is a party to any collective bargaining or other labor union contract applicable to persons employed by Parent or any Parent Subsidiary and no collective bargaining agreement is being negotiated by Parent or any Parent Subsidiary. As of the date of this Agreement, there is no labor dispute, strike or work stoppage against Parent or any Parent Subsidiary pending or, to the knowledge of Parent, threatened which m...
Employee Benefit Plans; Labor Matters. (a) Section 4.10(a) of the IHK Disclosure Schedule contains a true and complete list of (i) all "employee benefit plans" (within the meaning of Section 3(3) of ERISA) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements to which IHK or any IHK Subsidiary is a party, by which IHK or any IHK Subsidiary is bound, with respect to which IHK or any IHK Subsidiary has any obligation or which are maintained, contributed to or sponsored by IHK or any IHK Subsidiary for the benefit of any current or former employee, officer or director of IHK or any IHK Subsidiary and (ii) each employee benefit plan for which IHK or any IHK Subsidiary could incur liability under Section 4069 of ERISA, in the event such plan were terminated, or under Section 4212(c) of ERISA, or in respect of which IHK or any IHK Subsidiary remains secondarily liable under Section 4204 of ERISA (collectively, the "IHK Plans"). Each IHK Plan is in writing and IHK has previously made available to the Company a true and complete copy of each IHK Plan and a true and complete copy of (1) each trust or other funding arrangement, (2) each summary plan description and summary of material modifications, (3) the most recently filed IRS Form 5500, (4) the most recently received IRS determination letter for each such IHK Plan, and (5) the most recently prepared actuarial report and financial statement in connection with each such IHK Plan. Neither IHK nor any IHK Subsidiary has any express or implied commitment (I) to create, to incur liability with respect to, or to cause to exist any other employee benefit plan, program or arrangement, (II) to enter into any contract or agreement to provide compensation or benefits to any individual or (III) to modify, change or terminate any IHK Plan (other than with respect to a modification, change or termination required by ERISA or the Code).
(b) Each of the IHK Plans that is a Multiemployer Plan or a Multiple Employer Plan is designated as such on Section 4.10(b) of the IHK Disclosure Schedule and, with respect to each IHK Plan so designated, except as would not have an IHK Material Adverse Effect:
(i) neither IHK nor any IHK Subsidiary nor any trade or business, whether or not incorporated (an "ERISA Affiliate") that together with IHK...
Employee Benefit Plans; Labor Matters. (a) Seller provided to Purchaser on or before the date hereof, in writing, complete and accurate lists of the Branch Employees as of no more than ten (10) Business Days prior to the date of this Agreement, with such list indicating each Branch Employee’s full name, sex, date of birth, age, formal job title, position, status (active or on statutory or employer approved leave and full-time or part-time), definition of “part time” for determination of status, number of part time hours per week (if applicable), annual current salary or wage rate, recent incentive compensation, business location, exempt/non-exempt status under the Fair Labor Standards Act (as classified by Seller), regularly scheduled hours, annual vacation entitlement, applicable incentive plan, date of hire (original and most recent as applicable), and location (by department code or cost center). Such lists shall be updated by Seller and provided to Purchaser on dates that are mutually agreed to by Purchaser and Seller. Except as set forth on Schedule 5.16(a) of the Seller Disclosure Schedule, Seller is not a party to, or bound or affected by, or receives benefits under, any employment, bonus, severance, termination, consulting, or retirement contract or agreement with any Branch Employee.
(b) No Benefit Plan in which the Branch Employees participate is a multiemployer plan within the meaning of Section 3(37) of ERISA or a plan that has two or more contributing sponsors at least two of whom are not under common control within the meaning of Section 4063 of ERISA.
(c) No Branch Employee is a member of, represented by or otherwise subject to any (i) labor union, works council or similar organization or (ii) collective bargaining agreement, in each case with respect to such Branch Employee’s employment with Seller. With respect to any Branch Employee, (i) Seller is not the subject of any proceeding seeking to compel it to bargain with any labor organization as to wages and conditions of employment, nor to Seller’s knowledge is any such proceeding threatened, and (ii) no strike or similar labor dispute by the Branch Employees is pending or, to Seller’s knowledge, threatened.
(d) Each Benefit Plan in which Branch Employees participate has been administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code and other applicable law and regulatory requirements.
(e) Seller provided to Purchaser on or before the date hereof in wri...
Employee Benefit Plans; Labor Matters. (a) OTE is not bound by or subject to (and none of its operations is bound by or subject to) any written or oral, express or implied, contract, commitment, or arrangement with any labor union, and no labor union has requested or, to OTE’s knowledge, has sought to represent any of OTE’s employees, representatives, or agents. There is no strike or other labor dispute involving OTE pending or, to OTE’s knowledge, threatened that could have an OTE Material Adverse Effect, nor is OTE aware of any labor organization activity involving its employees. OTE is not aware that any officer or key employee, or that any group of key employees, intends to terminate employment with OTE, nor does OTE have a present intention to terminate the employment of any of the foregoing. The employment of each officer and employee of OTE, to the best of OTE’s knowledge, is terminable at OTE’s will.
(b) Except as set forth in Schedule 3.15(b) of the OTE Schedules, OTE does not maintain, and has not contributed during the past five years to, any employee benefit plan (as such term is defined in The Employee Retirement Income Security Act of 1974 (“ERISA”), Section 3(s), or for which OTE or any member of its ERISA group would incur liability under Sections 4065, 4069, 4212(c), or 4204 of ERISA, and any other retirement, pension, stock option, stock application rights, profit sharing, incentive compensation, deferred compensation, savings, thrift, vacation pay, severance pay, or other employee compensation or benefit plan, agreement, practice, or arrangement, whether written or unwritten, whether or not legally binding (collectively, the “OTE Benefit Plans”). As of the date of this Agreement, except as would not have an OTE Material Adverse Effect, the material OTE Benefit Plans maintained by OTE or any member of its ERISA Group, or respecting which OTE has or may have a liability, are in substantial compliance with applicable Laws, including ERISA and the Code. Schedule 3.15(b) sets forth a list of all OTE Benefit Plans, true and complete copies of which have been furnished to TetriDyn. With respect to the OTE Benefit Plans, no event has occurred, and to OTE’s knowledge, there exists no condition or set of circumstances, in connection with which OTE or any member of its ERISA group could be subject to any liability under the terms of the OTE Benefit Plans, ERISA, the Code, or any other applicable Law that would have an OTE Material Adverse Effect.
(c) Except as otherwise set forth on Sch...
Employee Benefit Plans; Labor Matters. (a) With respect to each employee benefit fund, plan, program, arrangement and contract (including, without limitation, any "pension" plan, fund or program, as defined in Section 3(2) of ERISA, and any "employee benefit plan", as defined in Section 3(3) of ERISA) maintained, sponsored or contributed to or required to be contributed to by Company or any Company Subsidiary or other trade or business (whether or not incorporated) treated as a single employer with Company (a "Company ERISA Affiliate") pursuant to Code Section 414(b), (c), (m) or (o) is a party, or with respect to which Company or any Company ERISA Affiliate could incur liability under Section 4069, 4212(c) or 4204 of ERISA or Section 412 of the Code, or to which Company or any Company ERISA Affiliate is a party (the "Company Benefit Plans"), Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan and the most recent summary plan description related to such Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS) with respect to such Company Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Company Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Company Benefit Plan, if it is qualified under Section 401(a) of the Code. Neither Company nor any Company Affiliate has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.
(b) Each Company Benefit Plan has been administered in all material respects in accordance with its terms and all applicable laws, including, without limitation, ERISA and the Code, and all contributions required to be made under the terms of any of the Company Benefit Plans as of the date of this Agreement have been timely made or have been reflected on the most recent consolidated balance sheet filed or incorporated by reference in the Company Reports prior to the date of this Agreement. With respect to the Company Benefit Plans, no event has occurred and, to the knowledge of Company, there exists no condition or set of circumstances in connection with which Company or any Company ERISA A...
Employee Benefit Plans; Labor Matters. (a) Schedule 3.11 lists or describes any pension, retirement, savings, disability, medical, dental, health, life (including any individual life insurance policy as to which SDI is the owner, beneficiary or both), death benefit, group insurance, profit sharing, deferred compensation, stock option, bonus incentive, vacation pay, severance pay, "cafeteria" or "flexible benefit" plan under Section 125 of the Code, or other employee benefit plan, trust, arrangement, contract, agreement, policy or commitment, under which employees of SDI or its Subsidiaries are entitled to participate by reason of their, or relating to, employment with SDI or its Subsidiaries (other than relating to "at-will" employment), (i) to which SDI or a Subsidiary is a party or a sponsor or a fiduciary thereof or (ii) with respect to which SDI or a Subsidiary has made payments, contributions or commitments, or has any liability (collectively, the "SDI Employee Benefit Plans"). With respect to each SDI Employee Benefit Plan listed on Schedule 3.11, SDI has to the extent applicable provided to EnSys true and complete copies of (A) the plan document, trust agreement and any other contractual document governing such Plan, (B) the summary plan description, (C) all Form 5500 annual reports and attachments, and (D) the most recent Internal Revenue Service ("IRS") determination letter.
(b) SDI Employee Benefit Plans have been operated and administered by SDI in compliance in all material respects with their respective terms and all applicable United States and state laws relating to employment or labor matters, including without limitation, the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and the Code.
(c) Each SDI Employee Benefit Plan that is intended to be tax qualified under Section 401(a) of the Code has received, or SDI has applied for, a favorable determination letter from the IRS stating that the Plan meets the requirements of the Code and that any trust or trusts associated with the plan are tax exempt under Section 501(a) of the Code.
(d) SDI does not maintain any defined benefit plan covering employees of SDI or its Subsidiaries within the meaning of Section 3(35) of ERISA.
(e) Neither SDI nor any of its Subsidiaries is a party to any collective bargaining or other labor union contract.
(f) All contributions and payments of insurance premiums required to be made with respect to SDI Employee Benefit Plans have been made when due.
(g) Except as set forth on Sched...
Employee Benefit Plans; Labor Matters. (a) A copy of each (i) employee benefit plan covered by the Employee Retirement Income Security Act of 1974, as amended ("ERISA")(and comparable foreign plans) (ii) each stock option plan and (iii) each employment agreement with any officer of the Company or a Subsidiary will be made available to Buyer prior to Closing.
(b) Each Company Plan has been operated in accordance with its terms and the requirements of ERISA, the Code, and all other applicable Laws, except where the failure to have been so operated is not reasonably likely to result in a Material Adverse Effect. All reports and disclosures relating to the Company Plans required to be filed or furnished to any governmental entity, participants or bene- ficiaries prior to the Closing Date have been or will be filed or furnished in a timely manner and in accordance in all respects with applicable Law, except where the failure to be so filed or furnished is not reasonably likely to have a Material Adverse Effect. (c)
(i) Neither the Company, any Subsidiary, any Company Plan, any trust created thereunder nor any trustee or administrator thereof has engaged in any transaction with the Company or any ERISA Affiliate, any Company Plan, any such trust, or any trustee or administrator thereof, or any party dealing with any Company Plan or any such trust, which could result in a liability assessed pursuant to Section 409 or 502(i) of ERISA or a tax imposed pursuant to Section 4975 of the Code; and (ii) the Company, the Subsidiaries, and all fiduciaries (as defined in Section 3(21) of ERISA) with respect to the Company Plans, have complied in all material respects with Section 404 of ERISA. (d)
Employee Benefit Plans; Labor Matters. (a) With respect to each material Company Benefit Plan, the Company has made available (or, if it has not made available, will promptly after the date hereof make available) to Parent a correct and complete copy of each writing constituting such Company Benefit Plan. The Internal Revenue Service has issued a favorable determination letter with respect to each Company Benefit Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code and the related trust that has not been revoked, and, to the knowledge of the Company, there are no existing circumstances and no events have occurred that could result in the revocation of such favorable determination letter.
(b) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company, (A) each of the Company Benefit Plans has been operated and administered in all material respects in accordance with its terms and applicable law and administrative rules and regulations of any Governmental Authority, including, but not limited to, ERISA and the Code, and (B) there are no pending or, to the knowledge of the Company, threatened claims (other than claims for benefits in the ordinary course), lawsuits, arbitrations or examinations that have been asserted or instituted, and, to the knowledge of the Company, no set of circumstances exists that could give rise to a claim or lawsuit, against the Company Benefit Plans, any fiduciaries thereof with respect to their duties to the Company Benefit Plans or the assets of any of the trusts under any of the Company Benefit Plans that could reasonably be expected to result in any material liability of the Company or any of its Affiliates to the PBGC, the U.S. Department of the Treasury, the U.S. Department of Labor, any Company Benefit Plan, any participant in a Company Benefit Plan, or any other party.
(c) There do not now exist, and to the knowledge of the Company, there are no existing circumstances that could reasonably be expected to result in, any liabilities under Title IV or Section 302 of ERISA or Section 412 or 4971 of the Code (other than for payments of premium contributions in the ordinary course to the PBGC) that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Affiliates has reserved the right to amend, terminate or modify at any time all Company Benefit Plans providing for retiree ...
