Employee Benefits and Plans. (i) Schedule 5.2(ff) to this Agreement lists all Employee Plans of the Company and its Subsidiaries. Neither the Company nor any of its Subsidiaries is obligated to adopt any additional Employee Plans. True, correct and complete copies of all Employee Plans and related documents, including amendments thereto, any related trust agreements, any documents setting out the Company's and its Subsidiaries' personnel policies and procedures, any insurance contracts under which benefits are provided, as currently in effect, and descriptions of any such plan that is not written, have been supplied to Acquisition. Acquisition has also been provided with a copy of the Summary Plan Description, if any, for each Employee Plan, as well as copies of any other summaries or descriptions of any such Employee Plans that are currently provided to employees or other beneficiaries.
(ii) The Company and its Subsidiaries have fulfilled their respective obligations, to the extent applicable, under the minimum funding requirements of Section 302 of the Employee Retirement Insurance Security Act, as amended and the regulations thereunder ("ERISA") and Section 412 of the Code, with respect to each "employee benefit plan" (as defined in Section 3(3) of ERISA) which is subject to such requirements. Except as disclosed on Schedule 5.2(ff), each Employee Plan is in compliance in all material respects with, and has been administered in all material respects consistent with, the applicable provisions of ERISA, the Code and state Regulations including, but not limited to, all applicable reporting and disclosure requirements under the Code, ERISA and state Regulations. The Company and its Subsidiaries have made all payments to all Employee Plans as required by the terms of each such plan in accordance, if applicable, with the actuarial and funding assumptions in effect as of the most recent actuarial valuation of such plans. All required actuarial valuations and reports relating to said plans have been prepared, and a copy of the 19 most recent actuarial valuation and report for each pension plan, as defined in Section 3(2) of ERISA, has been provided to Acquisition, if applicable. The Company or its Subsidiaries, as the case may be, have filed or caused to be filed with the Internal Revenue Service annual reports on Form 5500 for each Employee Plan attributable to them for all years and periods for which such reports were required and within the time period required by ERISA and the Code, an...
Employee Benefits and Plans. Plan Name Plan Number Schedule 5.23.3 Schedule 5.23.5
Employee Benefits and Plans. (a) Schedule 11.16(a) sets forth a true and complete list of each “employee benefit plan” as defined in Section 3(3) of ERISA, and any other plan, policy, program practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of Viking or any ERISA Affiliates (as defined below), which are now, or were within the past six years, maintained, sponsored or contributed to by Viking or any ERISA Affiliate, or under which Viking or any ERISA Affiliate has any obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, deferred compensation, 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 (each a “Viking Benefit Plan”). For purposes of this Agreement, “ERISA Affiliate” shall mean any entity (whether or not incorporated) other than Viking that is considered under common control and treated as one employer under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the “Code”). Viking does not have, and to the knowledge of Viking, no other Person, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Viking Benefit Plan, other than with respect to a modification, change or termination required by ERISA, the Code or any other applicable law or governmental rule or regulation.
(b) Each Viking Benefit Plan has been administered in all material respects in accordance with its terms and all applicable laws, including ERISA and the Code, and contributions required to be made under the terms of any of the Viking Benefit Plans as of the date of this Agreement have been timely made or, if not yet due, have been properly reflected on the most recent consolidated balance sheet filed or incorporated by reference in Parent’s audited consolidated financial statements prior to the date of this Agreement. With respect to the Viking Benefit Plans, no event has occurred and, to the knowledge of Viking, there exists no condition or set of circumstances in connection with which Viking could be subject to any material liability (other than for routine benefit liabilities) under the terms of, or with respect to, such Viking Be...
Employee Benefits and Plans. (a) Schedule 3.21(a) sets forth a true and complete list of each "employee benefit plan" as defined in Section 3(3) of the ERISA, and any other plan, policy, program practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of the Company or any ERISA Affiliate (as defined below), which are now, or were within the past 6 years, maintained, sponsored or contributed to by the Company or any ERISA Affiliate, or under which the Company or any ERISA Affiliate has any obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, deferred compensation, 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 (each a "Company Benefit Plan"). For purposes of this Agreement, "ERISA Affiliate" shall mean any entity (whether or not incorporated) other than the Company that, together with the Company, is considered under common control and treated as one employer under Section 414(b), (c), (m) or (o) of the Code. Neither the Company, nor to the knowledge of the Company, any other Person, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA, the Code or any other applicable law or governmental rule or regulation.
Employee Benefits and Plans. 22 4.23 Insurance..................................................... 22 4.24
Employee Benefits and Plans. Except for the Trustees' and Executives' Pension Plans, Seller does not maintain, and for at least the last five (5) years has not maintained, any Employee Benefit Plans.
Employee Benefits and Plans. Except as set forth on Schedule 5.12, none of Borrowers, any of their Subsidiaries, or any of their ERISA Affiliates maintains or contributes to any Benefit Plan, or any defined benefit plan not subject to ERISA. With respect to each Plan, (i) all contributions to, and payments from, each such Plan which may have been required to be made in accordance with the terms thereof, the recommendations of such Plan's actuary and where applicable, the laws of the jurisdictions which govern such Plan, have been made in a timely manner and (ii) the assets of each such Plan which is a Benefit Plan are at least equal to the liabilities thereof based on the actuarial assumptions utilized in most recent valuation performance by the Plan actuary.
Employee Benefits and Plans. (a) Schedule 11.16(a) sets forth a true and complete list of each "employee benefit plan" as defined in Section 3(3) of ERISA, and any other plan, policy, program practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of Viking or any ERISA Affiliates (as defined below), which are now, or were within the past six years, maintained, sponsored or contributed to by Viking or any ERISA Affiliate, or under which Viking or any ERISA Affiliate has any obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, deferred compensation, 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 (each a "Viking Benefit Plan"). For purposes of this Agreement, "ERISA Affiliate" shall mean any entity (whether or not incorporated) other than Viking that is considered under common control and treated as one employer under Section 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the "Code"). Viking does not have, and to the knowledge of Viking, no other Person, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Viking Benefit Plan, other than with respect to a modification, change or termination required by ERISA, the Code or any other applicable law or governmental rule or regulation.
Employee Benefits and Plans. (a) Schedule 3.21(a) sets forth a true and complete list of each "employee benefit plan" as defined in Section 3(3) of the ERISA, and any other plan, policy, program practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of the Company or any ERISA Affiliate (as defined below), which are now, or were within the past 6 years, maintained, sponsored or contributed to by the Company or any ERISA Affiliate, or under which the Company or any ERISA Affiliate
Employee Benefits and Plans
