Employee Benefits and ERISA. (a) Except as shown on Schedule 2.17 hereto, there are no currently effective retirement, pension, executive or deferred compensation, stock purchase, stock option, stock bonus, stock appreciation, severance, profit sharing, bonus, savings, thrift, cafeteria, medical, health, hospitalization, dental, vision, welfare, life insurance, disability, accident insurance, group insurance, sick pay, holiday and vacation programs or other employee benefit plans, funds, programs, contracts, arrangements or practices, formal or informal, including "employee benefit plans" as defined in Section 3 of the Employment Retirement Income Act of 1974, as amended ("ERISA"), (each such plan, arrangement or practice being hereafter referred to as "Benefit Plan") relating to the employees of the Private Company. The Private Company has no agreement, arrangement, or commitment, whether formal or informal and whether legally binding or not, to create any additional plan, fund, program, contract or arrangement or to modify or amend any existing Benefit Plan. There are no multi-employer plans (as defined within the meaning of Section 3 (37) and 4001(a)(3) of ERISA) relating to the employees of the Private Company, nor has there been any multi-employer plan relating to such employees within the last five (5) years.
(b) With respect to each Benefit Plan described in Schedule 2.17, the Private Company has furnished to the Purchaser complete and accurate copies of the Benefit Plan, including all amendments, the most recent determination letter from the Internal Revenue Service, the three (3) most recent form 5500's, the most recent plan actuarial reports, summary plan descriptions, summary annual reports, summaries of material modifications, employee manuals and material employee communications, and all reports of the Benefit Plan required by ERISA and the regulations thereunder. The Purchaser has also been provided with copies of any insurance contracts or trust agreements through which any Benefit Plan is funded and notice of any material adverse change occurring with respect to any Benefit Plan since the date of the most recently completed and filed annual report.
(c) With respect to each Benefit Plan which is subject to ERISA:
(i) the value of the Benefit Plan's assets equals or exceeds the total value of all vested and unvested employee benefits under such plan;
(ii) there is no "accumulated funding deficiency" and no "reportable event" or "prohibited transaction" has occurred (as s...
Employee Benefits and ERISA. (a) The Company has provided the Buyer with a complete list of all employee benefits plans (as defined in Section 3(3) of ERISA) and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and all other similar employee benefit plans, written or otherwise, for the benefit of, or relating to, any current or former employee of the Company (collectively, the "Company Employee Plans").
(b) With respect to each Company Employee Plan, the Company has furnished a true and accurate copy of (i) the most recent IRS determination letter, (ii) the three most recent Form 5500s filed with the IRS, (iii) each Company Employee Plan, (iv) each trust agreement and group annuity contract, if any, relating to such Company Employee Plan.
(c) With respect to the Company Employee Plans, no event has occurred and there exists no condition or set of circumstances in connection with which Company or any of its ERISA Affiliates could be subject to any liability, loss, damages, taxes or expense. Neither the Company nor any ERISA Affiliate know of any failure of any party to comply with any laws with respect to the Company Employee Plans.
(d) Neither Company nor any ERISA Affiliate has (i) ever maintained a Company Employee Plan which was ever subject to Title IV of ERISA or Section 412 of the Code, or (ii) ever been obligated to contribute to a multiemployer plan (as defined in Section 4001(a)(3) of ERISA).
Employee Benefits and ERISA. (a) Schedule 2.17 (a) hereto describes all of the employee compensation and benefit plans, agreements, commitments, practices or arrangements of any type (including, but not limited to, plans described in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) offered, maintained or contributed to by Seller or any Subsidiary for the benefit of current or former employees or directors of Seller or any Subsidiary, or with respect to which Seller or any Subsidiary has or may have any liability, whether direct or indirect, actual or contingent (including, but not limited to, liabilities arising from affiliation under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA) (collectively, the "Benefit Plans"). Neither Seller nor any Subsidiary has incurred any obligation for any withdrawal liability or liability to make any other contributions with respect to any employee benefit plan that is a "multiemployer plan" within the meaning of Section 3(37) of ERISA. Neither Seller nor any Subsidiary has any liability, whether direct or indirect, actual or contingent, with respect to any employee pension plan as defined in Section 3(2) of ERISA, and which is intended to meet the qualification requirements of the Code that is a defined benefit plan (as defined in Section 3(35) of ERISA) and is subject to Title IV of ERISA, whether or not terminated (including, but not limited to, liabilities arising from affiliation under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA).
(b) With respect to each Benefit Plan described in Section 2.17(a) hereto, Seller has delivered to Buyer true and complete copies of: (i) any and all plan documents (including, but not limited to, all amendments thereto) and agreements (including, but not limited to, trust agreements, insurance contracts, and custodial and investment management agreements); (ii) any and all material employee communications (including, but not limited to, all summary plan descriptions and material modifications thereto, claims, review policies, distribution forms, and loan documents, as applicable); (iii) all returns or reports required at any time within the last five (5) years by ERISA or the Code (including, but not limited to, the five (5) most recent actuarial reports, if applicable); (iv) the most recent annual and periodic accounting of plan assets, if applicable; (v) the most recent determination letter received from the Internal Revenue Servic...
Employee Benefits and ERISA. (a) Schedule 8.26 hereto sets forth a complete and correct list of all Benefit Plans (as defined in Section 8.26(k) below).
(b) Seller has delivered to Buyer complete and accurate copies of: all plan texts and other agreements adopted in connection with each Benefit Plan; all summary plan descriptions and other material employee communications relating thereto; and the most recent annual report and financial statement (or similar report) therefore, if any. Seller does not currently maintain, and in the past has not maintained any employee retirement, profit-sharing, stock bonus, deferred compensation, group insurance plans or other employee benefit or welfare plan in which employees of Seller participated, other than as set forth on Schedule 8.26 hereto.
(c) No event has occurred relating, directly or indirectly, to the Benefit Plans in connection with which Seller, Parent or any Benefit Plan, directly or indirectly, would be subject to any liability under ERISA, including, but not limited to, Section 409, 502(i), 4062, 4063, 4064, 4069, 4201, 4244 or 4243 thereof, the Internal Revenue Code of 1986, as amended (the "Code"), including, but not limited to, Section 4971 thereof, or any other applicable law. No "prohibited transaction" (as defined in Section 4975 of the Code) and no "reportable event" (as defined in Section 4043(b) of ERISA) has occurred with respect to any Benefit Plan prior to the date hereof.
(d) With respect to each Benefit Plan: (i) full payment of all amounts which Seller or Parent is or has been required to pay under the terms of each such plan to have paid as contributions to such plan has been made; (ii) no accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists with respect to any such plan; (iii) except as provided in Schedule 8.26 hereto, in all material respects, each such plan conforms to, and its administration is in compliance with, all applicable laws and regulations, including, but not limited to ERISA; and (iv) there are not actions, suits or claims pending (other than routine claims for benefits) or threatened against any such plan or against the assets of any such plan which could reasonably be expected to result in a liability.
(e) No unpaid or contingent liability to the PBGC has been or is expected to be incurred, directly or indirectly, by Seller (other than for payment of PBGC premiums in the ordinary course). No event has occurred which presents a...
Employee Benefits and ERISA. (a) Schedule 2.16(a) of the Company Disclosure Schedule sets forth a list of all employee compensation and benefit plans, agreements, commitments or arrangements of any type for any current or former employee, officer or director, or dependent thereof, of the Company which is:
(i) an employee benefit plan within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); or
(ii) a compensation, stock purchase, stock option, stock bonus, stock appreciation, severance, health, welfare, life, disability or other benefit plan, fund, program or arrangement which is not covered by clause (i) above.
Employee Benefits and ERISA. 10 2.17 GOVERNMENT AUTHORIZATIONS........................................10
Employee Benefits and ERISA. There are no currently effective pension, deferred compensation, stock purchase, option, bonus, profit sharing, or other employee benefit plans (within the meaning of Section 3 of the Employment Retirement Income Act of 1974, as amended ("ERISA"), severance pay or other material benefits practices (each such plan, arrangement or practice being hereafter referred to as "Benefit Plan") relating to the employees of the Seller. There are no multi-employer plans (as defined within the meaning of Section 3 (37) and 4001(a)(3) of ERISA) relating to the employees of the Seller, nor has there been any multi-employer plan relating to such employees within the last five years.
Employee Benefits and ERISA. The Company does not have any employee benefit plan, policy, program, practice, agreement, understanding, arrangement or commitment providing compensation, benefits or perquisites of any kind to any current or former officer, employee or consultant (or to any dependent or beneficiary thereof) of the Company, which is now maintained by, contributed to, by or with respect to which an obligation to contribute exists or existed on the part of any of the Company, its predecessors, or any other trade or business (whether or not incorporated) which, together with the Company, is treated as a single employer under Section 414 of the Code (such other trades or businesses, collectively, the "Commonly Controlled Company Entities") or with respect to which the Company or any Commonly Controlled Company Entity has or may have any liability (including any liability arising out of an indemnification, guarantee, hold harmless or similar agreement) including all material employment or consulting agreements, incentive, bonus, deferred compensation, pension, profit sharing, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices or arrangements and any "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended from time to time ("ERISA"), whether or not subject to ERISA.
Employee Benefits and ERISA. 17 2.18 Government Authorizations. . . . . . . . . . . . . . . . . . . . . . . . 19
Employee Benefits and ERISA. (a) Schedule 2.17 sets forth a list of all employee compensation and benefit plans, agreements, commitments or arrangements of any type for any current or former employee, officer or director, or dependent thereof, of the Company which is:
(i) an employee benefit plan within the meaning of Section 3(3) of ERISA; or
(ii) a compensation, stock purchase, stock option, stock bonus, stock appreciation, severance, health, welfare, life, disability or other benefit plan, fund, program or arrangement which is not covered by clause (i) above.
