Employee Benefit Programs. (a) Schedule 3.22 hereto lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company at any time during the three-year period ending on the date of the Closing. (b) Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been qualified under the applicable section of the Code from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section. (c) The Company does not know of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the Company or the Surviving Corporation. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program. (d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA or Section 4980B of the Code) or has ever promised to provide such post-termination benefits. (e) With respect to each Employee Program maintained by the Company within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have been made available to Parent: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements). (f) For purposes of this section:
Appears in 1 contract
Employee Benefit Programs. (a) Schedule 3.22 hereto 2.25 lists every Employee Program (as defined below) that ------------- has been maintained (as defined below) by the Company Seller at any time during the three-year period ending on the date of the ClosingClosing Date.
(b) Each Employee Program which has ever been maintained by the Company Seller and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been continuously qualified under the applicable section of the Code from since the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company Seller does not know know, and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the CompanySeller. With respect to any Employee Program ever maintained by the CompanySeller, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the Company or the Surviving CorporationBuyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program.
(d) Neither the Company Seller nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA (including, but not limited to, any Multiemployer Multi-employer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part Part 6 of subtitle Subtitle B of title Title I of ERISA or Section 4980B of the CodeERISA) or has ever promised to provide such post-post- termination benefits.
(e) With respect to each Employee Program maintained by the Company Seller within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to ParentBuyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections Section 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent Buyer to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(f) For purposes of this section:
Appears in 1 contract
Employee Benefit Programs. (a) Schedule 3.22 hereto 2.22 lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company Seller at any time during the three-year period ending on the date of the Closingprior three (3) years.
(b) Each Employee Program which Seller has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled to rely on a determination letter as received by any sponsor complied in all material respects with respect to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been qualified under the applicable section of the Code from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company does not know of any failure of any party to comply with any laws Laws applicable to the Employee Programs that have been maintained by the CompanySeller. With respect to any Employee Program ever maintained by the CompanySeller, there has occurred no "“prohibited transaction," ” as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law Law (including, without limitation, any health care continuation requirements or any other tax law Tax Law requirements, or conditions to favorable tax Tax treatment, applicable to such plan), which could would result, directly or indirectly, in any taxesTaxes, penalties penalties, or other liability to the Company or the Surviving CorporationPurchaser. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding Proceeding (other than those relating to routine claims for benefits) is pending or or, to Seller’s Knowledge, threatened with respect to any such Employee Program.
(dc) Neither the Company nor any ERISA Affiliate (as defined below) Seller (i) has ever not maintained any Employee Program which has been subject to title Title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or and (ii) has ever not provided health care or any other non-pension benefits to any employees after their employment is was terminated (other than as required by part 6 of subtitle B of title I of ERISA or Section 4980B of the CodeERISA) or has ever promised to provide such post-termination benefits, except as set forth on Schedule 2.22.
(ed) With respect to each Employee Program maintained by the Company Seller within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered or made available to ParentPurchaser or its counsel to the extent applicable or available: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections Section 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' ’ opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; and (v) any insurance policy (including without limitation any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(fe) For purposes of this sectionSection:
Appears in 1 contract
Employee Benefit Programs. (a) Schedule 3.22 hereto 2.24 lists every Employee Program (as defined below) that ------------- has been maintained (as defined below) by the Company Seller at any time during the three-three- year period ending on the date of the ClosingClosing Date.
(b) Each Employee Program which has ever been maintained by the Company Seller or an Affiliate (as defined below) and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such section (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been continuously qualified under the applicable section of the Code from since the effective date of such Employee Program through and including the Closing Date (or, or if earlier, the date that all of such Employee Program's assets were distributed). No material event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company Seller does not know know, and has no reason to know, of any material failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the CompanySeller. With respect to any Employee Program ever maintained by the CompanySeller or any Affiliate, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectlyindirectly (including, without limitation, through any obligation of indemnification or contribution), in any taxes, penalties or other liability to the Company or the Surviving CorporationBuyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or, to the knowledge of Seller or the Principals, threatened with respect to any such Employee Program.
(d) Neither the Company Seller nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA or Section 4980B of the CodeERISA) or has ever promised to provide such post-termination benefits.
(e) With respect to each Employee Program maintained by the Company Seller within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to ParentBuyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections Section 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent Buyer to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(f) For purposes of this section:
Appears in 1 contract
Employee Benefit Programs. (a) Schedule 3.22 hereto lists 3.20 sets forth a list of every Employee Program (as defined below) that has been maintained (as defined below) by the Company at any time during the three-year period ending on the date of the Closingsince January 1, 1995.
(b) Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled and, to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and the best knowledge of the Company has, in fact, been continuously qualified under the applicable section of the Code from since the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company does not know of any failure of any party to comply with any laws applicable to the Each Employee Programs Program that have has ever been maintained by the CompanyCompany has been maintained in compliance with all applicable laws. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the CodeCode (for which there exists neither a statutory nor regulatory exception), or material breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan or to any person in regard to such plan), which could result, directly or indirectlyindirectly (including, without limitation, through any obligation of indemnification or contribution), in any taxes, penalties or other liability to the Company or the Surviving Corporationany of its affiliates. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or or, to the best knowledge of the Company, threatened with respect to any such Employee Program.
(d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Section 412 of the Code (including, but not limited to, any Multiemployer Plan (as defined below)Plan) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title Title I of ERISA or Section 4980B of the CodeERISA) or has ever promised to provide such post-termination benefits.
(e) With respect to each Employee Program maintained by or on behalf of the Company or any Affiliate within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have been made available to Parentthe Purchasers: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) ), as they may have been amendedamended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections Section 401 or Section 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy and any excess loss policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent the Company to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(f) For purposes With respect to each Employee Program maintained by the Company or its Affiliates, no event has occurred, and there exists no condition or set of circumstances in connection with which the Company could, directly or indirectly (through a Commonly Controlled Entity or otherwise), be subject to any liability under ERISA, the Code or any other applicable law, except liability for benefits claims and funding obligations payable in the ordinary course.
(g) Each Employee Program maintained by the Company or Affiliate that is a "group health plan" (as defined in ERISA Section 607(1) or Code Section 5001(b)(1)) has been operated at all times in compliance with the provisions of COBRA and any applicable, similar state law.
(h) The consummation of the transactions contemplated by this section:Agreement will not: (i) entitle any current or former employee to severance pay, unemployment compensation or any similar payment; (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due to, or in respect of, any current or former employee; (iii) result in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an "excess parachute payment" within the meaning of Code Section 280G(b); or (iv) constitute or involve a prohibited transaction (as defined in ERISA Section 502(1)) or otherwise violate Part 4 of Subtitle B of Title I of ERISA.
Appears in 1 contract
Sources: Series B Stock Purchase Agreement (Optimark Technologies Inc)
Employee Benefit Programs. (a) Schedule 3.22 hereto lists 3.20 sets forth a list of every Employee Program (as defined below) that has been maintained (as defined below) by the Company at any time during the three-year period ending on the date of the Closingsince January 1, 1995.
(b) Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a401 (a) or 501(c)(9Section 501 (c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled and, to rely on a determination letter as received by any sponsor with respect to a standard master or prototype planthe best knowledge of the Company, as permitted under applicable law) and has, has in fact, been continuously qualified under the applicable section of the Code from since the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company does not know of any failure of any party to comply with any laws applicable to the Each Employee Programs Program that have has ever been maintained by the CompanyCompany has been maintained in material compliance with all applicable laws. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 Section406 of ERISA or Section 4975 of the CodeCode (for which there exists neither a statutory nor regulatory exception), or material breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan or to any person in regard to such plan), which could result, directly or indirectlyindirectly (including, without limitation, through any obligation of indemnification or contribution), in any taxes, penalties or other liability to the Company or the Surviving Corporationany of its affiliates. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or or, to the best knowledge of the Company, threatened with respect to any such Employee Program.
(d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Section 412 of the Code (including, but not limited to, any Multiemployer Plan (as defined below)Plan) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title Title I of ERISA or Section 4980B of the CodeERISA) or has ever promised to provide such post-termination benefits.
(e) With respect to each Employee Program maintained by or on behalf of the Company or any Affiliate within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have been made available to Parentthe Purchaser: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) ), as they may have been amendedamended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections Section 401 or Section 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy and any excess loss policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent the Company to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(f) For purposes With respect to each Employee Program maintained by the Company or its Affiliates, no event has occurred, and there exists no condition or current set of circumstances in connection with which the Company could, directly or indirectly (through a Commonly Controlled Entity or otherwise), be subject to any liability under ERISA, the Code or any other applicable law, except liability for benefits claims and funding obligations payable in the ordinary course.
(g) Each Employee Program maintained by the Company or Affiliate that is a "group health plan" (as defined in ERISA Section 607(1) or Code Section 5001(b)(1)) has been operated at all times in compliance with the provisions of COBRA and any applicable similar state law.
(h) The consummation of the transactions contemplated by this section:Agreement will not: (i) entitle any current or former employee to severance pay, unemployment compensation or any similar payment; (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due to, or in respect of, any current or former employee; (iii) result in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an "excess parachute payment" within the meaning of Code 280G(b); or (iv) constitute or involve a prohibited transaction (as defined in ERISA Section 502(1)) or otherwise violate Part 4 of Subtitle B of Title I of ERISA.
Appears in 1 contract
Sources: Stock Purchase Agreement (Optimark Technologies Inc)
Employee Benefit Programs. (a) Schedule 3.22 hereto lists every The Company has never maintained (as defined below) an Employee Program (as defined below) that has been maintained (as defined below) by the Company at any time during the three-year period ending on the date of the Closing.
(b) Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been qualified under the applicable section of the Code from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code sectionCode.
(cb) The Company does not know of any failure of any party to comply with any laws applicable to the Each Employee Programs Program that have has ever been maintained by the CompanyCompany has been maintained in compliance in all material respects with all applicable laws. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the CodeCode (for which there exists neither a statutory nor regulatory exception), or material breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan or to any person in regard to such plan), which could result, directly or indirectlyindirectly (including, without limitation, through any obligation of indemnification or contribution), in any taxes, penalties or other liability to the Company or the Surviving Corporationany of its affiliates. No litigation, arbitration, arbitration or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or or, to the best knowledge of the Company, threatened with respect to any such Employee Program.
(dc) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Section 412 of the Code (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title Title I of ERISA or Section 4980B of the CodeERISA) or has ever promised to provide such post-termination benefits.
(ed) With respect to each Employee Program maintained by or on behalf of the Company within the three (3) years preceding the Closingor any affiliate since its incorporation, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to Parentthe Series B Outside Investors: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) ), as they may have been amendedamended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections Section 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy and any excess loss policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent the Company to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(fe) For purposes of this sectionSection 2.20:
Appears in 1 contract
Employee Benefit Programs. (a) Schedule 3.22 3.12 attached hereto lists every Employee Program (as ------------- defined below) that has been maintained (as defined below) by the Company SSA and/or ▇▇▇▇▇▇ at any time during the three-year period ending on the date of the ClosingClosing Date.
(b) Each Employee Program which has ever been maintained by the Company SSA and/or ▇▇▇▇▇▇ and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been qualified under the applicable section of the Code from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company SSA and/or ▇▇▇▇▇▇ does not know and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the CompanySSA and/or ▇▇▇▇▇▇. With respect to any Employee Program ever maintained by the CompanySSA and/or ▇▇▇▇▇▇, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to SSA, ▇▇▇▇▇▇, the Company or the SSA Surviving Corporation, the ▇▇▇▇▇▇ Surviving Corporation or Parent. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program.
(d) Neither the Company SSA or ▇▇▇▇▇▇ nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA or Section 4980B of the CodeERISA) or has ever promised to provide such post-post- termination benefits.
(e) With respect to each Employee Program maintained by the Company SSA and/or ▇▇▇▇▇▇ within the three years (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to Parent: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for the SSA Surviving Corporation, ▇▇▇▇▇▇ Surviving Corporation and Parent to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(f) For purposes of this section:
Appears in 1 contract
Sources: Merger Agreement (Mac-Gray Corp)
Employee Benefit Programs. (a) Schedule 3.22 SCHEDULE 3.24 hereto lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company at any time during the three-year period ending on the date of the Closing.
(b) Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been qualified under the applicable section of the Code from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company does not know know, and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the Company or the Surviving CorporationBuyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program.
(d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA or Section 4980B by any similar provision of the Codestate law) or has ever promised to provide such post-termination benefits.
(e) With respect to each Employee Program maintained by the Company within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to Parentthe Buyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent the Buyer to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(f) For purposes of this section:
Appears in 1 contract
Sources: Asset Purchase Agreement (Boston Private Financial Holdings Inc)
Employee Benefit Programs. (a) Schedule 3.22 hereto lists every Employee Program Seller's Plan (as defined belowin Section 1.13(e)) that has been maintained (as defined below) by the Company at any time during the three-year period ending on the date of the Closing.
(b) Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such section (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law401(a) of the Code and it has, in fact, been continuously qualified under the applicable such section of the Code from since the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee ProgramSeller's assets were distributed)Plan. No event or omission has occurred which would cause any such Employee Program Seller's Plan to lose its qualification under Section 401(a) of the applicable Code sectionCode.
(cb) The Company Seller does not know know, and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the CompanySeller's Plan. With respect to any Employee Program ever maintained by the CompanySeller, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the Company or the Surviving CorporationBuyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program.
(dc) Neither the Company Seller nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA or Section 4980B of the CodeERISA) or has ever promised to provide such post-termination benefits.
(ed) With respect to each Employee Program maintained by the Company within the three (3) years preceding the ClosingSeller's Plan, complete and correct copies of the following documents (if applicable have previously been delivered to such Employee Program) have been made available to ParentBuyer: (i) all documents embodying or governing such Employee Programplan, and any funding medium for the Employee Program plan (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program plan under Code Sections 401 or 501(c)(9)Section 401, and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; and (iv) the summary plan description for such Employee Program plan (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).;
(fe) For purposes of this section:
Appears in 1 contract
Employee Benefit Programs. (a) Schedule 3.22 hereto lists every The Company has never maintained (as defined below) an Employee Program (as defined below) that has been maintained (as defined below) by the Company at any time during the three-year period ending on the date of the Closing.
(b) Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been qualified under the applicable section of the Code from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code sectionCode.
(cb) The Company does not know of any failure of any party to comply with any laws applicable to the Each Employee Programs Program that have has ever been maintained by the CompanyCompany has been maintained in compliance in all material respects with all applicable laws. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the CodeCode (for which there exists neither a statutory nor regulatory exception), or material breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan or to any person in regard to such plan), which could result, directly or indirectlyindirectly (including, without limitation, through any obligation of indemnification or contribution), in any taxes, penalties or other liability to the Company or the Surviving Corporationany of its affiliates. No litigation, arbitration, arbitration or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or or, to the best knowledge of the Company, threatened with respect to any such Employee Program.
(dc) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Section 412 of the Code (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title Title I of ERISA or Section 4980B of the CodeERISA) or has ever promised to provide such post-termination benefits.
(ed) With respect to each Employee Program maintained by or on behalf of the Company within the three (3) years preceding the Closingor any affiliate since its incorporation, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to ParentGood▇▇▇, ▇▇octer & Hoar ▇▇▇: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) ), as they may have been amendedamended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections Section 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy and any excess loss policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent the Company to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(fe) For purposes of this sectionSection 2.20:
Appears in 1 contract
Employee Benefit Programs. (a) Schedule 3.22 hereto 3.16 lists every Employee Program (as defined below) that has been ------------- is maintained (as defined below) by the Company or any Subsidiary at any time during the three-year period ending on the date of the Closinghereof.
(b) Each Employee Program which has ever been maintained by the Company or any Subsidiary as of the date hereof and which has at any time been is intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been qualified under the applicable section of the Code from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company does not know and has no reason to know, of any material failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the CompanyCompany or any Subsidiary as of the date hereof. With respect to any Employee Program ever maintained by the CompanyCompany or any Subsidiary as of the date hereof, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or breach of any material duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any material taxes, penalties or other liability to the Company Company, any Subsidiary or the Surviving CorporationBuyer. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or or, to the knowledge of the Company, threatened with respect to any such Employee Program.
(d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA or Section 4980B of the Codeapplicable state laws) or has ever promised to provide such post-termination benefits.
(e) With respect to each Employee Program maintained by the Company within or any Subsidiary as of the three (3) years preceding the Closingdate hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to ParentBuyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) two most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; and (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(f) For purposes of this section:
Appears in 1 contract
Sources: Stock Purchase Agreement (Outdoor Communications Inc /De/)
Employee Benefit Programs. (a) Schedule 3.22 5.12(a) attached hereto lists every Employee Program (as ---------------- defined below) that has been maintained (as defined below) by the Company Mac-Gray at any time during the three-year period ending on the date of the ClosingClosing Date.
(b) Each Except as set forth on Schedule 5.12(b) attached hereto, each ---------------- Employee Program which has ever been maintained by the Company Mac-Gray and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been qualified under the applicable section of the Code from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company Mac-Gray does not know and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the CompanyMac-Gray. With respect to any Employee Program ever maintained by the CompanyMac-Gray, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the Company or the Surviving CorporationMac-Gray. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program.
(d) Neither the Company Mac-Gray nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA or Section 4980B of the CodeERISA) or has ever promised to provide such post-post- termination benefits.
(e) With respect to each Employee Program maintained by the Company within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have been made available to Parent: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(f) For purposes of this section:
Appears in 1 contract
Sources: Merger Agreement (Mac-Gray Corp)
Employee Benefit Programs. (a) Schedule 3.22 SCHEDULE 2.21 hereto lists sets forth a list of every Employee Program (as defined below) that has been maintained (as such term is further defined below) by the Company at any time during prior to the three-year period ending on the date of the ClosingClosing Date.
(b) Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled and, to rely on a determination letter as received by any sponsor with respect to a standard master or prototype planthe best knowledge of the Company, as permitted under applicable law) and has, in fact, been continuously qualified under the applicable section of the Code from since the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company does not know of any failure of any party to comply with any laws applicable to the Each Employee Programs Program that have has ever been maintained by the CompanyCompany has been maintained in compliance in all material respects with all applicable laws. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the CodeCode (for which there exists neither a statutory nor regulatory exception), or material breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan or to any person in regard to such plan), which could result, directly or indirectlyindirectly (including, without limitation, through any obligation of indemnification or contribution), in any taxes, penalties or other liability to the Company or any of its Affiliates. No officer, director or employee of the Surviving CorporationCompany has committed a material breach of any duty imposed upon fiduciaries by Title I of ERISA with respect to any Employee Program maintained by the Company. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or or, to the best knowledge of the Company threatened with respect to any such Employee Program.
(d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Section 412 of the Code (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title Title I of ERISA or Section 4980B of the CodeERISA) or has ever promised to provide such post-termination benefits.
(e) With respect to each Employee Program maintained by or on behalf of the Company within the three (3) years preceding or any Affiliate prior to the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to Parentcounsel to the Investors: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) ), as they may have been amendedamended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections Section 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed all IRS Forms 55005500 filed, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy and any excess loss policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent the Company to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, all health care continuation requirements).
(f) For purposes of this sectionSection 2.21:
Appears in 1 contract
Employee Benefit Programs. (a) Schedule 3.22 2.21 hereto lists sets forth a list of every Employee Program (as defined below) that has been maintained (as such term is further defined below) by the Company at any time during prior to the three-year period ending on the date of the ClosingClosing Date.
(b) Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled and, to rely on a determination letter as received by any sponsor with respect to a standard master or prototype planthe best knowledge of the Company, as permitted under applicable law) and has, in fact, been continuously qualified under the applicable section of the Code from since the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company does not know of any failure of any party to comply with any laws applicable to the Each Employee Programs Program that have has ever been maintained by the CompanyCompany has been maintained in compliance in all material respects with all applicable laws. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the CodeCode (for which there exists neither a statutory nor regulatory exception), or material breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan or to any person in regard to such plan), which could result, directly or indirectlyindirectly (including, without limitation, through any obligation of indemnification or contribution), in any taxes, penalties or other liability to the Company or any of its Affiliates. No officer, director or employee of the Surviving CorporationCompany has committed a material breach of any duty imposed upon fiduciaries by Title I of ERISA with respect to any Employee Program maintained by the Company. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or or, to the best knowledge of the Company threatened with respect to any such Employee Program.
(d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Section 412 of the Code (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA or Section 4980B of the Code) or has ever promised to provide such post-termination benefits.
(e) With respect to each Employee Program maintained by the Company within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have been made available to Parent: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(f) For purposes of this section:or
Appears in 1 contract
Employee Benefit Programs. (a) Schedule 3.22 hereto lists 2.23 sets forth a list of every Employee Program (as defined below) that has been maintained (as defined below) by the Company Seller, Subsidiary or an Affiliate at any time during the threesix-year period ending on the date of the Closing.
(b) First Closing Date. Each Employee Program which has ever been maintained by the Company Seller, the Subsidiary or an Affiliate and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Internal Revenue Code of 1986, as amended (the "Code") has received a favorable determination or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such section (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been qualified under the applicable section of the Code from the effective date of such Employee Program through and including the First Closing Date (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code section.
Section (cincluding without limitation Code Sections 105, 125, 401(a) The Company does not know of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Companyand 501(c)(9)). With respect to any Employee Program ever maintained by the CompanySeller, the Subsidiary or any Affiliate, there has occurred been no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975 of the Code4975, or breach (ii) failure to comply with any provision of any duty under ERISA or ERISA, other applicable law law, or any agreement which, in the case of either of (i) or (ii), could subject the Seller, Subsidiary or any Affiliate to liability either directly or indirectly (including, without limitation, through any health care continuation requirements obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other tax law requirements, loss or conditions expense. All payments and/or contributions required to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in have been made (under the provisions of any taxes, penalties agreements or other liability to the Company governing documents or the Surviving Corporation. No litigation, arbitration, or governmental administrative proceeding (or investigationapplicable law) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such all Employee Program.
(d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has Programs ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA or Section 4980B of the Code) or has ever promised to provide such post-termination benefits.
(e) With respect to each Employee Program maintained by the Company within Seller, Subsidiary or any Affiliate, for all periods prior to the three (3) years preceding the ClosingFirst Closing Date, complete and correct copies of the following documents (if applicable to such Employee Program) either have been made available to Parent: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; accrued (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements)unpaid but accrued amounts are described on Schedule 2.
(f) For purposes of this section:
Appears in 1 contract
Sources: Asset Purchase Agreement (Duro Communications Corp)
Employee Benefit Programs. (a) Schedule 3.22 2.18 attached hereto lists every sets forth a description of the only Employee Program Programs (as defined below) that has have been maintained (as such term is further defined below) by Seller and provided to employees rendering services principally to the Company Business at any time during the three-year period ending on three (3) years prior to the date of the Closinghereof.
(b) Each Employee Program which There has ever not been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been qualified under the applicable section of the Code from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company does not know of any failure of any party to comply with any laws applicable with respect to the any Employee Programs Program that have has been maintained by the CompanySeller. With respect to any Employee Program ever Programs now or heretofore maintained by the CompanySeller, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, or breach of any duty under ERISA The Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, indirectly in any taxes, penalties or other liability to the Company Buyer, Seller or the Surviving Corporationany affiliate (as defined below). No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or or, to the knowledge of Seller, threatened with respect to any such Employee Program.
(dc) Neither the Company Except as set forth in Schedule 2.18 attached hereto, neither Seller nor any ERISA Affiliate (as defined below) affiliate has ever (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is was terminated (other than as required by part Part 6 of subtitle Subtitle B of title Title I of ERISA or Section 4980B of the CodeERISA) or has ever promised to provide such post-termination benefits.
benefits or (eii) With respect to each maintained an Employee Program maintained by the Company within the three (3provided to such employees subject to Title IV of ERISA, Section 401(a) years preceding the Closing, complete and correct copies or Section 412 of the following documents (if applicable to such Employee Program) have been made available to Parent: (i) all documents embodying or governing such Employee ProgramCode, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements)Multiemployer Plan.
(fd) For purposes of this sectionSection 2.18:
Appears in 1 contract
Employee Benefit Programs. (a) Schedule 3.22 hereto lists 2.23 sets forth a list of every Employee Program (as defined in Section 2.23(c) below) that has been maintained by the Seller or an Affiliate (as defined belowherein) by the Company at any time during the threesix-year period ending on the date of the Closing.
(b) Closing Date. Each Employee Program which has ever been maintained by the Company Seller or an Affiliate and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such section (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been qualified under the applicable section of the Code from the effective date of such Employee Program through and including the Closing Date (or, if earlier, the date that all of such Employee Program's assets were distributed). No To the knowledge of Seller and the Principal Shareholders, no event or omission has occurred which would cause any such Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code section.
Section (cincluding without limitation Code Sections 105, 125, 401(a) The Company does not know of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Companyand 501(c)(9)). With respect to any Employee Program ever maintained by the CompanySeller or any Affiliate, to the knowledge of Seller and the Principal Shareholders, there has occurred been no (i) "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975 of the Code4975, or breach (ii) failure to comply with any provision of any duty under ERISA or ERISA, other applicable law law, or any agreement which, in the case of either of (i) or (ii), could subject the Seller or any Affiliate to liability either directly or indirectly (including, without limitation, through any health care continuation requirements obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other tax law requirements, loss or conditions expense. All payments and/or contributions required to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in have been made (under the provisions of any taxes, penalties agreements or other liability to the Company governing documents or the Surviving Corporation. No litigation, arbitration, or governmental administrative proceeding (or investigationapplicable law) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such all Employee Program.
(d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has Programs ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA or Section 4980B of the Code) or has ever promised to provide such post-termination benefits.
(e) With respect to each Employee Program maintained by the Company within Seller or any Affiliate, for all periods prior to the three (3) years preceding the ClosingClosing Date, complete and correct copies of the following documents (if applicable to such Employee Program) either have been made available to Parent: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; accrued (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements)unpaid but accrued amounts are described on Schedule 2.
(f) For purposes of this section:
Appears in 1 contract
Sources: Asset Purchase Agreement (Duro Communications Corp)
Employee Benefit Programs. (a) Schedule 3.22 hereto 2.24 lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company at any time during the three-year period ending on the date of the ClosingClosing Date. The Company has not maintained any Employee Programs other than those disclosed on Schedule 2.24.
(b) Each Employee Program which has ever been maintained by the Company and which has at any time been that is intended to qualify under Section 401(a) or 501(c)(9) of the Code has received is subject to a favorable determination or approval opinion letter from the IRS Internal Revenue Service (“IRS”) regarding its qualification under such section (or and the Company is entitled not aware of any circumstances that are reasonably likely to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and has, result in fact, been qualified under the applicable section of the Code from the effective date revocation of such opinion letter. No Employee Program is funded through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributedan organization described in Code Section 501(c)(9). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company does not know and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program ever maintained by the Company, there has occurred no "“prohibited transaction," ” as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Code Section 4975 of the Code4975, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the Company or the Surviving Corporation. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program.any
(d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care care, life insurance or any other non-pension welfare type benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA or Section 4980B of the Codesimilar state law) or has ever promised to provide such post-termination benefits.
(e) With respect to each Employee Program maintained by the Company within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to Parent: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter opinion letter, if any, with respect to such Employee Program under Code Sections Section 401 or 501(c)(9(a), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, if any, with all applicable schedules and accountants' ’ opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials that are reasonably necessary for Parent to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(f) For purposes of this section:
Appears in 1 contract
Employee Benefit Programs. (a) Schedule 3.22 hereto lists 2.19 sets forth a list of every Employee Program ------------- (as defined below) that has been maintained (as such term is further defined below) by the Company at any time during the three-year period ending on the date of the Closing.
(b) Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such section (or is entitled and to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and the best knowledge of the Company has, in fact, been continuously qualified under the applicable section of the Code from since the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company does not know of any failure of any party to comply with any laws applicable to the Each Employee Programs Program that have has ever been maintained by the CompanyCompany has been maintained in all material respects in compliance with all applicable laws. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law Code (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such planfor which there exists neither a statutory nor regulatory exemption), which could result, directly or indirectlyindirectly (including, without limitation, through any obligation of indemnification or contribution), in any material taxes, penalties or other liability to the Company or any of its Affiliates (as defined below). No officer, director or employee of the Surviving CorporationCompany has committed a material breach of any duty imposed upon fiduciaries by Title I of ERISA with respect to any Employee Program maintained by the Company within the six years preceding the Closing Date. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or or, to the best knowledge of the Company and the Founders, threatened with respect to any such Employee Program.
(d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Section 412 of the Code (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits described in Section 3(1) of ERISA to any former employees after their employment is terminated or retirees of the Company or such Affiliate (other than as required by part 6 of subtitle B of title Title I of ERISA or Section 4980B of the CodeERISA) or has ever promised to provide such post-termination benefitsbenefits which promise remains in effect.
(e) With respect to each Employee Program maintained by or on behalf of the Company or any Affiliate within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to Parent▇▇▇▇▇▇▇, Procter & ▇▇▇▇: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) ), as they may have been amendedamended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to any such Employee Program intended to qualify under Code Sections Section 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; and (v) any insurance policy (including any fiduciary liability insurance policy and any excess loss policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(f) For purposes of this sectionSection 2.19:
Appears in 1 contract
Employee Benefit Programs. (a) Schedule 3.22 hereto SCHEDULE 5.20 lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company at any time during the three-year period ending on the date of the ClosingClosing Date.
(b) Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such section (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been qualified under the applicable section of the Code from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company does not know and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the Company or the Surviving CorporationZoll. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program.
(d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA or Section 4980B of the CodeERISA) or has ever promised to provide such post-termination benefits.
(e) With respect to each Employee Program maintained by the Company within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to ParentZoll: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; and (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(f) For purposes of this section:
Appears in 1 contract
Employee Benefit Programs. (a) Schedule 3.22 hereto lists 3.20 sets forth a list of every Employee Program (as defined below) that has been maintained (as defined below) by the Company at any time during the three-year period ending on the date of the Closingsince January 1, 1995.
(b) Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(ass.401 (a) or 501(c)(9ss.501 (c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled and, to rely on a determination letter as received by any sponsor with respect to a standard master or prototype planthe best knowledge of the Company, as permitted under applicable law) and has, has in fact, been continuously qualified under the applicable section of the Code from since the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company does not know of any failure of any party to comply with any laws applicable to the Each Employee Programs Program that have has ever been maintained by the CompanyCompany has been maintained in material compliance with all applicable laws. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the CodeCode (for which there exists neither a statutory nor regulatory exception), or material breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan or to any person in regard to such plan), which could result, directly or indirectlyindirectly (including, without limitation, through any obligation of indemnification or contribution), in any taxes, penalties or other liability to the Company or the Surviving Corporationany of its affiliates. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or or, to the best knowledge of the Company, threatened with respect to any such Employee Program.
(d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Section 412 of the Code (including, but not limited to, any Multiemployer Plan (as defined below)Plan) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title Title I of ERISA or Section 4980B of the CodeERISA) or has ever promised to provide such post-termination benefits.
(e) With respect to each Employee Program maintained by or on behalf of the Company or any Affiliate within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have been made available to Parentthe Purchasers: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) ), as they may have been amendedamended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401 ss.401 or 501(c)(9ss.501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy and any excess loss policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent the Company to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(f) For purposes With respect to each Employee Program maintained by the Company or its Affiliates, no event has occurred, and there exists no condition or current set of circumstances in connection with which the Company could, directly or indirectly (through a Commonly Controlled Entity or otherwise), be subject to any liability under ERISA, the Code or any other applicable law, except liability for benefits claims and funding obligations payable in the ordinary course.
(g) Each Employee Program maintained by the Company or Affiliate that is a "group health plan" (as defined in ERISA ss. 607(1) or Code ss. 5001(b)(1)) has been operated at all times in compliance with the provisions of COBRA and any applicable similar state law.
(h) The consummation of the transactions contemplated by this section:Agreement will not: (i) entitle any current or former employee to severance pay, unemployment compensation or any similar payment; (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due to, or in respect of, any current or former employee; (iii) result in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an "excess parachute payment" within the meaning of Code 280G(b); or (iv) constitute or involve a prohibited transaction (as defined in ERISA ss. 502(1)) or otherwise violate Part 4 of Subtitle B of Title I of ERISA.
Appears in 1 contract
Sources: Stock Purchase Agreement (Optimark Technologies Inc)
Employee Benefit Programs. (a) Schedule 3.22 hereto lists 2.25 sets forth a list of every Employee Program (as defined below) that ------------- has been maintained (as defined below) by the Company or an Affiliate at any time during the threesix-year period ending on the date of the ClosingClosing Date.
(b) Each Employee Program which has ever been maintained by the Company or an Affiliate and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled to rely on an application for a favorable determination letter or an approval letter has been filed with the IRS within the remedial amendment period for such plan as received by any sponsor with respect described in Treasury Regulation (S)11.401(b)-1 and has in form and operation met the requirements in order to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been be qualified under the applicable section of the Code from the effective date of such Employee Program through and including the Closing Date (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its no longer meet the requirements for qualification under the applicable Code sectionsection and each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption or surrender charge or comparable liability.
(c) The Neither the Company does not know nor any Affiliate knows of any failure of by the Company, any party Affiliate or any Stockholder to comply with any laws applicable with respect to the Employee Programs that have ever been maintained by the CompanyCompany or any Affiliate. With respect to any Employee Program ever maintained by the CompanyCompany or any Affiliate, there has occurred been no (i) "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975 4975, (ii) failure to comply with any ----- provision of the CodeERISA, other applicable law, or breach any agreement, or (iii) any failure to meet the applicable limits on deductible contribution, which, in the case of any duty under ERISA of (i), (ii), or other applicable law (iii), could subject the Company or any Affiliate to liability either directly or indirectly (including, without limitation, through any health care continuation requirements obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other tax law requirements, loss or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the Company or the Surviving Corporationexpense. No litigation, arbitration, litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefitsbenefits and applications to the IRS for a favorable determination or approval letter) is pending or threatened with respect to any such Employee Program.
(d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title IV of ERISA (or Code Section 412, including, but not limited to, any Multiemployer Plan (as defined below)) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated or has ever become obligated to provide such post-termination benefits (other than as required by part 6 of subtitle B of title I of ERISA or Section 4980B of the Code) or has ever promised to provide such post-termination benefitsother applicable law).
(e) With respect to each Employee Program maintained by the Company within the three (3) six years preceding the Closingdate hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been delivered or made available to ParentBuyer or its counsel: (i) all the currently effective plan documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amendedamended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401 Section 401(a) or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) six most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the six most recent actuarial valuation reports completed with respect to such Employee Program; (v) the most recent summary plan description for such Employee Program (or other descriptions description of such Employee Program provided to employees) and all modifications thereto; (vvi) the currently effective document for any insurance policy (including any fiduciary liability insurance policypolicy or fidelity bond) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all any registration statement or other materials reasonably necessary for Parent to perform any of its responsibilities with respect filing made pursuant to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements)federal or state securities law.
(f) With respect to each Employee Program required to be listed on Schedule 2.25, no employee communications issued by the Company or any Affiliate ------------- or, except to the extent required by law, provision of any Employee Program document has ever purported to limit the right of the Company or the Affiliate to amend, terminate or otherwise modify (including the elimination of any and all future benefit accruals under any Employee Program) such Employee Program.
(g) [Intentionally Omitted].
(h) Each Employee Program ever maintained by the Company or an Affiliate has complied with the applicable notification and other applicable requirements of the Consolidated Omnibus Budget Reconciliation Act of 1985, Health Insurance Portability and Accountability Act of 1996, the Newborns' and Mothers' Health Protection Act of 1996, and the Mental Health Parity Act of 1996.
(i) For purposes of this section:
Appears in 1 contract
Employee Benefit Programs. (a) Schedule 3.22 hereto 2.24 lists every Employee Program (as defined below) that has been maintained (as defined below) by the Company at any time during the three-year period ending on the date of the Closing.
(b) Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section 401(a) or 501(c)(9of the Code, and each associated trust which at any time has been intended to be exempt from taxation pursuant to Section 501(a) of the Code has received is the subject of a favorable determination determination, opinion or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification or exemption from taxation, as applicable, under such section (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and has, in fact, been qualified or tax exempt, as applicable, under the applicable section of the Code from the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company does not know and has no reason to know, of any failure of any party to comply with any laws applicable to the Employee Programs that have been maintained by the Company. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the Code, or breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the Company or the Surviving Corporation. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program.
(d) Neither the Company nor any ERISA Affiliate (as defined below) has ever (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA ERISA; (including, but not limited to, ii) maintained any Multiemployer Plan (as defined below)) ; or (iiiii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA or Section 4980B benefits that continue for a brief period of time after termination of employment, for example for the balance of the Code) month in which an employee terminates, or has ever promised to provide such post-termination benefits).
(e) With respect to each Employee Program maintained by the Company within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to ParentBuyer: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amended; (ii) the most recent IRS determination determination, opinion or approval letter with respect to such Employee Program under Code Sections 401 or 501(c)(9and 501(a), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent Buyer to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(f) Neither the Company nor any Affiliate has any announced plan or legally binding commitment to create any additional Employee Program which is intended to cover employees or former employees of the Company or any Affiliate (with respect to their relationship with such entities) or to amend or modify any existing Employee Program which covers or has covered employees or former employees of the Company or any Affiliate (with respect to their relationship with such entities).
(g) Each Employee Plan listed on Schedule 2.24 may be amended, terminated, modified or otherwise revised prospectively by the Company including the elimination of any and all future benefit accruals under any Employee Plan.
(h) No event has occurred in connection with which the Company, any Affiliate or any Employee Program, directly or indirectly, could be subject to any material liability (A) under any statute, regulation or governmental order relating to any Employee Programs or (B) pursuant to any obligation of the Company or any Affiliate to indemnify any person against liability incurred under any such statute, regulation or order as they relate to the Employee Programs.
(i) Neither the execution and delivery of this Agreement by the Company nor the consummation of the transactions contemplated hereby will result in the acceleration or creation of any rights of any person to benefits under any Employee Program (including, without limitation, the acceleration of the vesting or exercisability of any stock options, the acceleration of the vesting of any restricted stock, or the acceleration or creation of any rights under any severance, parachute or change in control agreement).
(j) Each Employee Program and related trust agreement or other funding instrument, as applicable, which covers or has covered employees or former employees of the Company or any Affiliate (with respect to their relationship with such entities) is legally valid and binding and in full force and effect.
(k) There is no contract, agreement, plan or arrangement covering any employee or former employee of the Company or any Affiliate (with respect to its relationship with such entities) that, individually or collectively, provides for the payment by the Company or any Affiliate of any amount (i) that is not deductible under Section 162(a)(1) or 404 of the Code or (ii) that is an "excess parachute payment" pursuant to Section 280G of the Code.
(l) All contributions required to be made by the Company or any Affiliate with respect to any Employee Program due as of any date through and including the Closing Date have been made when due.
(m) For purposes of this section:
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Employee Benefit Programs. (a) Schedule 3.22 hereto lists 3.20 sets forth a list of every Employee Program (as defined below) that has been maintained (as defined below) by the Company at any time during the three-year period ending on the date of the First Closing.
(b) Each Employee Program which has ever been maintained by the Company and which has at any time been intended to qualify under Section ss. 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is entitled and to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and the best knowledge of the Company has, in fact, been continuously qualified under the applicable section of the Code from since the effective date of such Employee Program through and including the Closing (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company does not know of any failure of any party to comply with any laws applicable to the Each Employee Programs Program that have has ever been maintained by the CompanyCompany has been maintained in compliance with all applicable laws. With respect to any Employee Program ever maintained by the Company, there has occurred no "prohibited transaction," as defined in Section 406 of ERISA or Section 4975 of the CodeCode (for which there exists neither a statutory nor regulatory exception), or material breach of any duty under ERISA or other applicable law (including, without limitation, any health care continuation requirements or any other tax law requirements, or conditions to favorable tax treatment, applicable to such plan or to any person in regard to such plan), which could result, directly or indirectlyindirectly (including, without limitation, through any obligation of indemnification or contribution), in any taxes, penalties or other liability to the Company or the Surviving Corporationany of its affiliates. No litigation, arbitration, or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or or, to the best knowledge of the Company, threatened with respect to any such Employee Program.
(d) Neither the Company nor any ERISA Affiliate (as defined below) (i) has ever maintained any Employee Program which has been subject to title Title IV of ERISA or Section 412 of the Code (including, but not limited to, any Multiemployer Plan (as defined below)Plan) or (ii) has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title Title I of ERISA or Section 4980B of the CodeERISA) or has ever promised to provide such post-termination benefits.
(e) With respect to each Employee Program maintained by or on behalf of the Company or any Affiliate within the three (3) years preceding the Closing, complete and correct copies of the following documents (if applicable to such Employee Program) have been made available to Parentthe Investors: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) ), as they may have been amendedamended to the date hereof; (ii) the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections ss. 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iii) the three (3) most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy (including any fiduciary liability insurance policy and any excess loss policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent the Company to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(f) For purposes With respect to each Employee Program maintained by the Company or its Affiliates, no event has occurred, and there exists no condition or set of circumstances in connection with which the Company could, directly or indirectly (through a Commonly Controlled Entity or otherwise), be subject to any liability under ERISA, the Code or any other applicable law, except liability for benefits claims and funding obligations payable in the ordinary course.
(g) Each Employee Program maintained by the Company or Affiliate that is a "group health plan" (as defined in ERISA ss. 607(1) or Code ss. 500 1(b)(1)) has been operated at all times in compliance with the provisions of COBRA and any applicable, similar state law.
(h) The consummation of the transactions contemplated by this section:Agreement will not: (i) entitle any current or former employee to severance pay, unemployment compensation or any similar payment; (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due to, or in respect of, any current or former employee; (iii) result in or satisfy a condition to the payment of compensation that would, in combination with any other payment, result in an "excess parachute payment" within the meaning of Code ss. 280G(b); or (iv) constitute or involve a prohibited transaction (as defined in ERISA ss. 502(1)) or otherwise violate Part 4 of Subtitle B of Title I of ERISA.
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Sources: Stock Purchase Agreement (Optimark Technologies Inc)
Employee Benefit Programs. (a) Schedule 3.22 hereto lists SCHEDULE 2.21 sets forth a list of every Employee Program (as defined in paragraph (g)(i) below) that has been maintained (as defined below) by the Company and its Subsidiaries at any time during the three-year period beginning or ending on the date of the Closinghereof.
(b) Each Employee Program which has ever been maintained by the Company or any of its Subsidiaries and which has at any time been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS Internal Revenue Service ("IRS") regarding its qualification under such section (or is entitled to rely on a determination letter as received by any sponsor with respect to a standard master or prototype plan, as permitted under applicable law) and section. Each such Employee Program has, in fact, been remained qualified under the applicable section of the Code from the effective date of the favorable determination letter for such Employee Program through and including the Closing date hereof (or, if earlier, the date that all of such Employee Program's assets were distributed). No event or omission has occurred which would cause any such Employee Program to lose its qualification under the applicable Code section.
(c) The Company does not know of any failure of any party to comply is in compliance with any laws applicable with respect to the Employee Programs that have been maintained by the CompanyCompany or any of its Subsidiaries. With respect to any Employee Program ever maintained by the Company, any Subsidiary or any affiliate thereof, there has occurred been no "prohibited transaction," as defined in Section 406 of ERISA the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Code Section 4975 of the Code4975, or breach of any duty under ERISA or other applicable law or any agreement which could subject the Company or any of its Subsidiaries thereof to material liability either directly or indirectly (including, without limitation, through any health care continuation requirements obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other tax law requirements, loss or conditions to favorable tax treatment, applicable to such plan), which could result, directly or indirectly, in any taxes, penalties or other liability to the Company or the Surviving Corporationexpense. No litigation, arbitration, litigation or governmental administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program.
(d) Neither None of the Company, any of its Subsidiaries or any affiliate thereof has incurred any liability under Title IV of ERISA which has not been paid in full prior to the date hereof. There is no "accumulated funding deficiency" (whether or not waived) with respect to any Employee Program maintained by the Company nor or any Subsidiary thereof and subject to Code Section 412 or ERISA Affiliate (as defined below) Section 302. With respect to any Employee Program maintained by the Company, any of its Subsidiaries or any affiliate thereof and subject to Title IV of ERISA there (i) has ever been no "reportable event," within the meaning of Section 4043 of ERISA (for which the notice requirement is not waived under 29 C.F.R, Part 2615) and (ii no event or condition which presents a material risk of plan termination. All payments and/or contributions required to have been made (under the provisions of any agreements or other governing documents or applicable law) with respect to all Employee Programs maintained by the Company or any of its Subsidiaries, for all periods prior to the date hereof, either have been made or have been accrued (and all such unpaid but accrued amounts are described on SCHEDULE 2.21). Except as described in SCHEDULE 2.21, no Employee Program which has been maintained by the Company, any of its Subsidiaries or any affiliate thereof and subject to title IV of ERISA (includinghas ever had any "unfunded benefit liabilities" within the meaning of Section 4001(a)(18) of ERISA, but not limited toas of the date hereof. Except as described in SCHEDULE 2.21, none of the Employee Programs maintained by the Company or any Multiemployer Plan (as defined below)) or (ii) Subsidiary thereof has ever provided or promised health care or any other non-pension benefits to any former employees after their employment is terminated (other than as required by part Part 6 of subtitle B of title Title I of ERISA or Section 4980B of the Code) or has ever promised to provide such post-termination benefitsERISA).
(e) With respect to each Employee Program maintained by the Company or any of its Subsidiaries within the three (3) years 3)years preceding the Closingdate hereof, complete and correct copies of the following documents (if applicable to such Employee Program) have previously been made available delivered to Parent: (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements) as they may have been amendedamended to the date hereof; (ii) ii the most recent IRS determination or approval letter with respect to such Employee Program under Code Sections 401 or 501(c)(9), and any applications for determination or approval subsequently filed with the IRS; (iiiii) the three (3) most 3)(most recently filed IRS Forms 5500, with all applicable schedules and accountants' opinions attached thereto; (iv) the three (3) most recent actuarial valuation reports completed with respect to such Employee Program; (v) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; and (vvi) any insurance policy (including any fiduciary liability insurance policy) related to such Employee Program; (vi) any documents evidencing any loan to an Employee Program that is a leveraged employee stock ownership plan; and (vii) all other materials reasonably necessary for Parent to perform any of its responsibilities with respect to any Employee Program subsequent to the Closing (including, without limitation, health care continuation requirements).
(f) Except as disclosed in SCHEDULE 2.21 hereto, no collective bargaining agreement or other contract, written or oral, with any trade or labor union, or association or organization of employees however denominated is in effect as of the date hereof with respect to the Company, any of its Subsidiaries or any of their employees, and (ii) none of the Company, any of its Subsidiaries or any affiliate has ever maintained or participated in any multiemployer plan, as defined in Section 3(37) of ERISA.
(g) For purposes of this section:
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