Common use of Employee Benefits and Labor Matters Clause in Contracts

Employee Benefits and Labor Matters. (a) Section 3.11(a) of the Company Disclosure Schedule sets forth a true, complete and correct list of any of the following with respect to which the Company, any of its Subsidiaries or any trade or business (whether or not incorporated) which is or since January 1, 2006 has been under common control, or which is or since January 1, 2006 has been treated as a single employer with any of them under Section 414(b), (c) or (m) of the Code or Section 4001(b) of ERISA (“ERISA Affiliate”) has any obligation or liability, contingent or otherwise, for current or former employees, consultants or directors of the Company or any of its Subsidiaries: (i) all “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); (ii) all other employee benefit plans, policies, agreements or arrangements; and (iii) all employment, consulting or other compensation agreements, or bonus or other incentive compensation, stock purchase, equity or equity-based compensation, deferred compensation, change in control, severance, sick leave, vacation, loans, salary continuation, health, life insurance and educational assistance plan, policies, agreements or arrangements (collectively, the “Company Plans”). None of the Company Plans is a “multiemployer plan” (as defined in Section 3(37) of ERISA (a “Multiemployer Plan”)), is or has been subject to Sections 4063 or 4064 of ERISA, or is or has been subject to Title IV of ERISA, and no liability arising under any such provision is outstanding.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Verizon Communications Inc), Agreement and Plan of Merger (Terremark Worldwide Inc.)

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Employee Benefits and Labor Matters. (a) Section 3.11(a) of the Company Disclosure Schedule sets forth a true, complete and correct list of any of the following list, separately with respect to each country in which the Company, any of its Subsidiaries or any trade or business (whether or not incorporated) which is or since January 1, 2006 has been under common control, or which is or since January 1, 2006 has been treated as a single employer with any of them under Section 414(b), (c) or (m) of the Code or Section 4001(b) of ERISA (“ERISA Affiliate”) has any obligation or liability, contingent or otherwise, for current or former employees, consultants or directors of the Company or any of its SubsidiariesSubsidiaries has employees, of: (i) all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and without regard to whether ERISA applies thereto); , and (ii) all other employee benefit plans, policiesagreements, agreements policies or arrangements; and (iii) all , including employment, consulting or other compensation agreements, collective bargaining agreements and all plans, agreements, policies or arrangements providing for bonus or other incentive compensation, stock purchase, equity or equity-based compensation, retirement, deferred compensation, change in controlcontrol rights or benefits, severancetermination or severance benefits, stock purchase, sick leave, vacation, loansvacation pay, salary continuation, healthhospitalization, medical insurance, life insurance and insurance, fringe benefits or other compensation, or educational assistance planassistance, policies, agreements in each case to which the Company or arrangements any of its Subsidiaries has any obligation or liability (contingent or otherwise) thereunder for current or former directors or employees of the Company or any of its Subsidiaries (the "Employees") (collectively, the "Company Plans"). None Section 3.11(a) of the Company Plans Disclosure Schedule separately sets forth each Company Plan which is a "multiemployer plan” (", as defined in Section 3(37) of ERISA (a "Multiemployer Plan”)"), or is or has been subject to Sections 4063 or 4064 of ERISA, or is or has been subject to Title IV of ERISA, and no liability arising under any such provision is outstanding.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Warburg Pincus Private Equity IX, L.P.), Agreement and Plan of Merger (Ionics Inc)

Employee Benefits and Labor Matters. (a) Section 3.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete and correct list of any as of the following with respect to which the Company, any date of its Subsidiaries or any trade or business (whether or not incorporated) which is or since January 1, 2006 has been under common control, or which is or since January 1, 2006 has been treated as a single employer with any of them under Section 414(b), (c) or (m) of the Code or Section 4001(b) of ERISA (“ERISA Affiliate”) has any obligation or liability, contingent or otherwise, for current or former employees, consultants or directors of the Company or any of its Subsidiariesthis Agreement of: (i) all “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); ) and (ii) all other employee benefit plans, pensions (including any annuities), policies, agreements agreements, arrangements, payroll practices, or arrangements; and benefits with respect to which the Company or any of its Subsidiaries has any obligation or liability, contingent or otherwise, including (iiiA) all employment, individual consulting or other compensation agreements, or (B) bonus or other incentive compensation, (C) stock purchase, equity or equity-based compensation, (D) deferred compensation, (E) director, officer or employee loans, and (F) change in control, retention, termination, retirement, severance, death, sick leave, vacation, loans, salary continuation, health, health or life insurance and educational assistance planplans, policies, agreements agreements, arrangements or arrangements benefits (collectively, the “Company Plans”). None No Company Plan is or has been subject to Title IV of the Company Plans ERISA or is or has been a “multiemployer plan,(as defined in Section 3(37) of ERISA (a “Multiemployer Plan”)), or is or has been subject to Sections 4063 or 4064 of ERISA, or is or has been subject to Title IV of ERISA, and no liability arising under any such provision is outstanding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Liposcience Inc)

Employee Benefits and Labor Matters. (a) Section 3.11(a) of the Company Disclosure Schedule sets forth a true, correct and complete and correct list of any as of the following with respect to which the Company, any date of its Subsidiaries or any trade or business (whether or not incorporated) which is or since January 1, 2006 has been under common control, or which is or since January 1, 2006 has been treated as a single employer with any of them under Section 414(b), (c) or (m) of the Code or Section 4001(b) of ERISA (“ERISA Affiliate”) has any obligation or liability, contingent or otherwise, for current or former employees, consultants or directors of the Company or any of its Subsidiariesthis Agreement of: (i) all "employee benefit plans" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")); ) and (ii) all other employee benefit plans, pensions (including any annuities), policies, agreements agreements, arrangements, payroll practices, or arrangements; and benefits with respect to which the Company or its Subsidiary has any obligation or liability, contingent or otherwise, including (iiiA) all employment, individual consulting or other compensation agreements, or (B) bonus or other incentive compensation, (C) stock purchase, equity or equity-based compensation, (D) deferred compensation, (E) director, officer or employee loans, and (F) change in control, retention, termination, retirement, severance, death, sick leave, vacation, loans, salary continuation, health, health or life insurance and educational assistance planplans, policies, agreements agreements, arrangements or arrangements benefits (collectively, the "Company Plans"). None No Company Plan is or has been subject to Title IV of the Company Plans ERISA or is or has been a "multiemployer plan” (," as defined in Section 3(37) of ERISA (a "Multiemployer Plan”)"), or is or has been subject to Sections 4063 or 4064 of ERISA, or is or has been subject to Title IV of ERISA, and no liability arising under any such provision is outstanding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Opgen Inc)

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Employee Benefits and Labor Matters. (a) Section 3.11(a) of the Company Disclosure Schedule sets forth a true, complete and correct list of any of the following list, separately with respect to each country in which the Company, any of its Subsidiaries or any trade or business (whether or not incorporated) which is or since January 1, 2006 has been under common control, or which is or since January 1, 2006 has been treated as a single employer with any of them under Section 414(b), (c) or (m) of the Code or Section 4001(b) of ERISA (“ERISA Affiliate”) has any obligation or liability, contingent or otherwise, for current or former employees, consultants or directors of the Company or any of its SubsidiariesSubsidiaries has employees, of: (i) all “employee benefit plans” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and without regard to whether ERISA applies thereto); , and (ii) all other employee benefit plans, policiesagreements, agreements policies or arrangements; and (iii) all , including employment, consulting or other compensation agreements, collective bargaining agreements and all plans, agreements, policies or arrangements providing for bonus or other incentive compensation, stock purchase, equity or equity-based compensation, retirement, deferred compensation, change in controlcontrol rights or benefits, severancetermination or severance benefits, stock purchase, sick leave, vacation, loansvacation pay, salary continuation, healthhospitalization, medical insurance, life insurance and insurance, fringe benefits or other compensation, or educational assistance planassistance, policies, agreements in each case to which the Company or arrangements any of its Subsidiaries has any obligation or liability (contingent or otherwise) thereunder for current or former directors or employees of the Company or any of its Subsidiaries (the “Employees”) (collectively, the “Company Plans”). None Section 3.11(a) of the Company Plans Disclosure Schedule separately sets forth each Company Plan which is a “multiemployer plan” (”, as defined in Section 3(37) of ERISA (a “Multiemployer Plan”)), or is or has been subject to Sections 4063 or 4064 of ERISA, or is or has been subject to Title IV of ERISA, and no liability arising under any such provision is outstanding.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Somera Communications Inc)

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