Employee Benefits and Plans. (a) Schedule 3.11 attached hereto lists each "employee benefit plan", as defined in Section 3(3) of ERISA, (i) which is subject to any provision of ERISA, (ii) which is maintained, administered, or contributed to by Seller, and (iii) which covers any employee or former employee of Seller or under which Seller has any liability. In addition, Schedule 3.11 lists all deferred compensation plans, all supplemental death, disability, medical reimbursement, severance, bonus and all other employee benefit plans of any kind or character, whether written or oral, that Seller either participates in or maintains (the plans referenced in this sentence and the preceding sentence hereinafter referred to collectively as the "Seller Plans"). Seller has made available to Buyer accurate and complete copies of the Seller Plans (and, if applicable, the related trust agreements) and all amendments thereto.
(b) The Seller's 401(k) Plan has received a favorable determination letter from the IRS, and is being maintained, in all material respects, in compliance with its terms and with the requirements prescribed by all Applicable Law.
(c) Seller has never maintained or contributed to a multi-employer plan as defined in Section 3(37) of ERISA, and has never maintained or contributed to a plan subject to Title IV of ERISA or the minimum funding standards of ERISA or the Code.
(d) Except as set forth on Schedule 3.11, Seller does not maintain or contribute to, and is not required to contribute to, any Employee Welfare Benefit Plan providing medical, health, or life insurance or other welfare-type benefits for current or future retired or terminated employees, their spouses, or their dependents (other than in accordance with Section 4980B of the Code or Sections 601-607 of ERISA).
(e) The requirements of Part 6 of Subtitle B of Title I of ERISA and of Section 4980B of the code have been met in all material respects with respect to each Seller Plan which is an Employee Welfare Benefit Plan. Seller agrees to provide upon reasonable request from Buyer a list of all "qualified beneficiaries", as such term is defined in Part 6 of Subtitle B of Title I of ERISA, under any Seller Plan who, because of a "qualifying event", as such term is defined in Part 6 of Subtitle B of Title I of ERISA, prior to the Closing, are currently entitled to elect continuing coverage under a Seller Plan which is a welfare benefit plan, and Seller agrees to provide, with respect to each such qualified beneficiary, ...
Employee Benefits and Plans. Plan Name Plan Number Schedule 5.23.3 Schedule 5.23.5
Employee Benefits and Plans. (a) Schedule 9.16(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 B...
Employee Benefits and Plans. 22 4.23 Insurance..................................................... 22 4.24
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 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. (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. 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
