Employee Benefits; Employees Sample Clauses

Employee Benefits; Employees. (a) Set forth in Section 4.17(a) of the Seller Disclosure Letter is a true and complete list of each material Seller Group Plan and Foreign Seller Group Plan categorized by (i) whether the Seller Group Plan or Foreign Seller Group Plan is a Conveyed Subsidiary Plan and (ii) the country or countries for which such Seller Group Plan or Foreign Seller Group Plan provides benefits. No Conveyed Subsidiary Plan provides benefits to, or otherwise covers, any individual who is not a Business Employee, Former Business Employee, or the dependents or beneficiaries thereof. (b) With respect to each material Conveyed Subsidiary Plan (other than Foreign Seller Group Plans that are not defined benefit pension plans), Seller Parent has made available to Purchaser Parent, prior to the date of this Agreement, true and complete copies of (i) each such plan’s governing document and any amendments thereto (or a written summary of all material terms if the plan has not been reduced to writing) and (ii) any applicable Plan Regulatory or Funding Documents. In addition, within thirty (30) days following the date hereof, with respect to each (x) material Conveyed Subsidiary Plan that is a Foreign Seller Group Plan, Seller Parent shall make available to Purchaser true and complete copies of the documents contemplated by the immediately preceding sentence, and (y) each other material Seller Group Plan or Foreign Seller Group Plan for which Purchaser, the Conveyed Subsidiaries or their respective Affiliates have or will assume Liability following the Closing, Seller Parent shall make available to Purchaser Parent summaries of the material terms of such plans, the most recent summary plan description (if any) and excerpts or summaries of the actuarial reports for such plans to the extent relevant to the Liabilities being assumed. Seller Parent has made available to Purchaser Parent, on or prior to the date of this Agreement, a summary that is accurate in all material respects of the value of the assets and Liabilities of the Seller Pension Plans that relate to Business Employees and Former Business Employees as of the end of the 2017 fiscal year of Seller Parent. (c) The IRS has issued a favorable determination letter, or for a prototype plan, opinion letter, with respect to each Conveyed Subsidiary Plan intended to be qualified within the meaning of Section 401(a) of the Code or, if no such determination has been made, either an application for such determination is pending with the I...

Employee Benefits; Employees. All employee benefit plans maintained or contributed to by New Century are set forth on Schedule 2.17 attached hereto. Except as set forth on Schedule 2.17: (a) To the extent applicable, all such employee benefit plans are, and have been at all times since their establishment, qualified for federal income tax purposes under Internal Revenue Code Section 401(a) and the related trusts are, and have been at all times since their establishment, exempt from federal income tax under Internal Revenue Code Section 501(a). All such employee benefit plans are in compliance in all material respects with all applicable provisions of ERISA, including, but not limited to, the applicable reporting and disclosure requirements, as they relate to such plans, and New Century is not subject to any liabilities based on past non-compliance, if any except to the extent such liabilities would not have a material adverse effect on New Century. (b) New Century has made all required contributions under each employee benefit plan listed on Schedule 2.17 for all periods through and including the fiscal year ended December 31, 2000, and has made all required contributions for subsequent periods or has provided adequate accruals therefor in New Century Financial Statements, except to the extent the failure to make such contributions or accruals would not have a material adverse effect on new century. (c) There are no collective bargaining agreements applicable to any persons employed by New Century, and to the knowledge of New Century, New Century has no duty to bargain with any labor organization with respect to any such person. There are not pending any unfair labor practice charges against New Century, nor is there any demand for recognition, or any other request or demand from a labor organization for representative status with respect to any person employed by New Century. (d) New Century is in substantial compliance with all applicable legal requirements respecting employment conditions and practices, have withheld all amounts required by any applicable legal requirements or contracts to be withheld from the wages or salaries of their employees, and are not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing, except to the extent the failure to withhold any such amounts would not have a material adverse effect on New Century. (e) New Century has not engaged in any unfair labor practice within the meaning of the National Labor R...

Employee Benefits; Employees. (a) Each First Financial Benefit Plan has been established, operated and administered in all material respects in accordance with its terms and the requirements of all applicable laws, including ERISA and the Code. Except as set forth on Section 4.11(a) of the First Financial Disclosure Schedule, within the past three (3) years, neither First Financial nor any of its Subsidiaries has taken any corrective action or made a filing under any voluntary correction program of the IRS, Department of Labor or any other Governmental Entity with respect to any First Financial Benefit Plan, and neither First Financial nor any of its Subsidiaries has any knowledge of any plan defect that would qualify for correction under any such program and no First Financial Benefit Plan has, within the six (6) years prior to the date hereof, been the subject of an examination or audit by a Governmental Entity. For purposes of this Agreement, “First Financial Benefit Plans” means all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA, and all bonus, stock option, stock purchase, restricted stock, incentive, commission, deferred compensation, retiree medical or life insurance, supplemental retirement, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, vacation and other time off benefits, severance or other benefit plans, programs, policies, practices or arrangements, and all retention, bonus, employment, termination, severance plans, programs or arrangements or other contracts or agreements to or with respect to which First Financial or any First Financial Subsidiary, or any trade or business of First Financial or any of its Subsidiaries, whether or not incorporated, all of which together with First Financial would be deemed a “single employer” within the meaning of Section 4001 of ERISA (a “First Financial ERISA Affiliate”), is a party or has any current or future obligation or that are maintained, contributed to or sponsored by First Financial or any of its Subsidiaries or any First Financial ERISA Affiliate for the benefit of any current or former employee, officer, director or independent contractor of First Financial or any of its Subsidiaries or any First Financial ERISA Affiliate.

Employee Benefits; Employees. (a) Except as set forth in Schedule 3.13(a), as of the applicable Closing Date, none of the Companies nor any of their respective ERISA Affiliates has any (i) "employee benefit plans", as defined in Section 3(3) of ERISA, or (ii) incentive, profit-sharing, stock option, stock purchase, other equity-based, employment, consulting, compensation, vacation or other leave, change in control, retention, supplemental retirement, severance, health, medical, disability, life insurance, deferred compensation and other employee compensation and benefit plans, programs, policies, agreements, arrangements and practices, in each case established or maintained by Seller or any of its ERISA Affiliates or to which Seller or any of its ERISA Affiliates contributed or is obligated to contribute thereunder, for the benefit of any of the current or former employees or independent contractors of any of the Companies or of their respective ERISA Affiliates (collectively, the "Benefit Plans"). (b) As of the applicable Closing Date, (i) none of the Companies has any employees, (ii) none of the Companies will have any obligation or liability with respect to any of the former employees or independent contractors of the Companies and their respective ERISA Affiliates or (iii) each of the Companies is not reasonably expected to incur any obligation or liability with respect to any of the former employees or independent contractors of the Companies and their respective ERISA Affiliates. (c) None of the Companies nor any of their respective ERISA Affiliates has sponsored, maintained, contributed to or been obligated to contribute to any Benefit Plan subject to Section 412 of the Code, Section 302 of ERISA, or Title IV of ERISA within the five years prior to the applicable Closing Date. None of the Companies has any obligation or liability with respect to any Benefit Plan, and each of the Companies is not reasonably expected to incur any obligation or liability with respect to any Benefit Plan. (d) Each of the Companies and their ERISA Affiliates (i) is in compliance in all material respects with all applicable Laws respecting employment, employment practices, terms and conditions of employment and wages and hours, and (ii) has withheld all amounts required by applicable Laws or by agreement to be withheld from the wages, salaries and other payments to such current and former employees and independent contractors. (e) For purposes of this Agreement, "ERISA Affiliate" shall mean any Person...

Employee Benefits; Employees. (a) Schedule 3.21 contains a list of each employee benefit plan (including, without limitation, any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and any bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, restricted stock, savings, change in control, employment, consulting, collective bargaining, dependent care, employee assistance, fringe benefit, medical, dental, post-retirement welfare, retention, retirement, vacation, severance, disability, death benefit, hospitalization, insurance or other plan, agreement, arrangement or understanding (whether or not written or legally binding) (all of the foregoing being herein called the "APA BENEFIT PLANS"), established, sponsored, maintained or contributed to (or with respect to which any obligation to contribute has been undertaken) within the last six years by APA or any entity that would be deemed a "single employer" with APA under Section 414(b), (c), (m) or (o) of the Code or Section 4001 of ERISA (an "ERISA AFFILIATE"), APA has provided to SFC a true and correct copy of (i) each APA Benefit Plan (and any amendments thereto) and summary plan descriptions thereof, (ii) each trust agreement and group annuity contract, if any, relating to such APA Benefit Plan (iii) the three most recent annual report for each APA Benefit Plan currently maintained or contributed to by APA (Form 5500), (iv) the most recent IRS determination letter relating to any APA Benefit Plan intended to be qualified under Sections 401(a) and 501(a) of the Code, and (v) the three most recent actuarial valuation reports relating to any APA Benefit Plan subject to Title IV of ERISA. (b) Except as set forth in SCHEDULE 3.21, each of the APA Benefit Plans is maintained and administered in accordance with its terms and in compliance with applicable law, including, without limitation, the provisions of ERISA and the Code (including substantial compliance with the periodic reporting obligations under those statutes) and no such plan has or could be expected to have any accumulated funding deficiency (whether or not waived) within the meaning of Section 302 of ERISA or Section 412 of the Code and no excise or other taxes have been or could be expected to be incurred or are due with respect to any such plan because of any failure to comply with the minimum funding standards of the...

Employee Benefits; Employees. 16 3.14 Contracts..........................................................................17 3.15 Books and Records; Accounts Receivable.............................................18 3.16

Employee Benefits; Employees. (i) All material “employee benefit plans,” within the meaning of Section 3(3) of the Employee Retirement Security Act of 1974, as amended (“ERISA”), whether or not subject to ERISA, and all material employment, consulting, termination, severance, retention, change-in-control, deferred or incentive compensation, stock option or other equity-based and other benefit arrangements covering current or former employees of the Company or any of its Subsidiaries, other than agreements which have been satisfied in full (the “Company Plans”) are set forth in the Company Disclosure Schedule. True and complete copies of (A) the legal documents for the Company Plans and (B) to the extent applicable, the most recently filed Form 5500 for each Company Plan, have been made available to Parent. Any Company Plan intended to be qualified under Section 401(a) of the Code has received a determination letter and, to the knowledge of the Company, continues to satisfy the requirements for such qualification. None of the Company Plans are subject to the provisions of Title IV of ERISA (a “Title IV Plan”), none of the Company Plans is a multiemployer plan within the meaning of Section 3(37) of ERISA and neither the Company nor any Subsidiary has incurred any material liability that remains outstanding in respect to any such Title IV Plan or multiemployer plan, nor could the Company or any Subsidiary have any liability pursuant to Title IV of ERISA. Neither the Company nor any Subsidiary has incurred any material liability or penalty under Section 4975 of the Code or Section 502(i) of ERISA or engaged in any transaction that is reasonably likely to result in any such material liability or penalty. Each Company Plan has been maintained and administered in material compliance with its terms and with all applicable law (including without limitation ERISA and the Code) to the extent applicable thereto. Except as described in the Company SEC Reports and except for matters which would not have a Material Adverse Effect, neither the Company nor any of its Subsidiaries maintains or contributes to any plan or arrangement which provides or has any liability to provide life insurance or medical or other employee welfare benefits to any employee or former employee upon his or her retirement or termination of employment (other than (x) coverage mandated by applicable law or (y) benefits the full cost of which is borne by the current or former employee). Except as set forth in the Company Disclosu...

Employee Benefits; Employees. (a) Section 3.11(a) of the MainSource Disclosure Schedule lists all material MainSource Benefit Plans. For purposes of this Agreement, “MainSource Benefit Plans” means all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), whether or not subject to ERISA, and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all retention, bonus, employment, termination, severance plans, programs or arrangements or other contracts or agreements to or with respect to which MainSource or any MainSource Subsidiary, including but not limited to those with respect to which FCB Bancorp, Inc. or any FCB Bancorp Subsidiary was a party, or any trade or business of MainSource or any of its Subsidiaries, whether or not incorporated, all of which together with MainSource would be deemed a “single employer” within the meaning of Section 4001 of ERISA (a “MainSource ERISA Affiliate”), is a party or has any current or future obligation or that are maintained, contributed to or sponsored by MainSource or any of its Subsidiaries or any MainSource ERISA Affiliate for the benefit of any current or former employee, officer, director or independent contractor of MainSource or any of its Subsidiaries or any MainSource ERISA Affiliate.

Employee Benefits; Employees. (a) Section 4.11(a) of the First Financial Disclosure Schedule lists all material First Financial Benefit Plans. For purposes of this Agreement, “First Financial Benefit Plans” means all employee benefit plans (as defined in Section 3(3) of the ERISA), whether or not subject to ERISA, and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, or other benefit plans, programs or arrangements with respect to which First Financial or any First Financial Subsidiary or any trade or business of First Financial or any of its Subsidiaries, whether or not incorporated, all of which together with First Financial would be deemed a “single employer” within the meaning of Section 4001 of ERISA (a “First Financial ERISA Affiliate”), is a party or has any current or future obligation or that are maintained, contributed to or sponsored by First Financial or any of its Subsidiaries or any First Financial ERISA Affiliate for the benefit of any current or former employee, officer, director or independent contractor of First Financial or any of its Subsidiaries or any First Financial ERISA Affiliate.

Employee Benefits; Employees a. Except as would not have a Material Adverse Effect, (i) neither any Operating Entity nor any Employee Benefit Plan (as defined in the Employee Retirement Income Security Act of 1974, and the rules and regulations thereunder as amended ("ERISA")), maintained by an Operating Entity is in violation of the provisions of ERISA; (ii) no reportable event within the meaning of Sections 4043 of ERISA has occurred and is continuing with respect to any such Employee Benefit Plan; and (iii) no prohibited transaction within the meaning of Title I of ERISA has occurred with respect to any such Employee Benefit Plan. All Employee Benefit Plans are described on Schedule 5.9. b. Except as set forth in Schedule 5.9, (i) there are no collective bargaining agreements applicable to any Person employed by the Operating Entities that renders services in connection with the Systems or the Business, and (ii) the Operating Entities have no duty to bargain with any labor organization with respect to any such Person. Each of the Operating Entities has fulfilled in all material respects their obligations under the collective bargaining agreements set forth in Schedule 5.9. Except as set forth on Schedule 5.9 or as would not have a Material Adverse Effect, there are not pending any unfair labor practice charges against the Operating Entities, nor is there any demand for recognition or any other request or demand from a labor organization for representative status with respect to any Person employed by the Operating Entities that renders services in connection with the Systems. Seller will keep Buyer reasonably apprised of material developments in any negotiations of collective bargaining agreements after the execution of this Agreement. c. Except as would not have a Material Adverse Effect, the Operating Entities are in compliance with all applicable Legal Requirements respecting employment conditions and practices, have withheld and paid all amounts required by any applicable Legal Requirements to be withheld from the wages or salaries of its employees, and are not liable for any arrears of wages or any Taxes (other than wages and Taxes that have not become due or payable) or penalties for failure to comply with any of the foregoing. d. Except for the Consulting Agreement dated January 12, 1988, as amended, between CSI and Eugexx Xxxxx, xxne of the Operating Entities is a party to any written e. Sxxxxxx xxxe separately delivered to Buyer on a confidential basis a list of the names,...