Employee Benefits; Employees. (a) The Parent has delivered or made available to the Acquiror true and complete copies, or descriptions including the material terms, of all (i) “employee benefit plans” as defined in Section 3(3) of ERISA and (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 and agreements (or true and complete summaries thereof), in each case established or maintained by the Parent or any of its Affiliates or to which the Parent or any of its Affiliates contributes or is obligated to contribute, for the benefit of any Employees or former employees of the Company or a Transferred Subsidiary (collectively, the “Parent Benefit Plans”) that are material. Section 3.13(a) of the Parent Disclosure Schedule sets forth the material Parent Benefit Plans, separately identifies such Parent Benefit Plans that are maintained outside of the United States primarily for the benefit of Employees working outside of the United States (such plans hereinafter being referred to as “Non-U.S. Parent Benefit Plans”) and separately lists all Company Benefit Plans. With respect to each material Company Benefit Plan, the Parent has also delivered or made available to the Acquiror, as applicable, true and complete copies of (i) the most recent summary plan description, (ii) the actuarial valuations, funding reports and Forms 5500 or equivalent annual reports for the three most recent years for which they are available, (iii) all trust documents and material written contracts relating to the administration of the Company Benefit Plan and (iv) the most recent IRS determination letter relating to the tax-qualified status of the Company Benefit Plan.
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").
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.
Employee Benefits; Employees. (a) Set forth in Section 5.18(a) of the Purchaser Parent Disclosure Letter is a true and complete list of each material Purchaser Group Plan and Foreign Purchaser Group Plan categorized by (i) whether the Purchaser Group Plan or Foreign Purchaser Group Plan is a Purchaser Business Plan and (ii) the country or countries for which such Purchaser Group Plan or Foreign Purchaser Group Plan provides benefits. No Purchaser Business Plan provides benefits to, or otherwise covers, any individual who is not a Purchaser Business Employee, Former Purchaser Business Employee, or the dependents or beneficiaries thereof.
Employee Benefits; Employees. (a) Section 3.11(a) of the MainSource Disclosure Schedule lists all material MainSource Benefit Plans. For purposes of this Agreement, “
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:
Employee Benefits; Employees. All employee benefit plans maintained or contributed to by the Company are set forth on Schedule 3.18 attached hereto. Except as set forth on Schedule 3.18:
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, “
Employee Benefits; Employees. 36 5.15 Contracts........................................................... 37 5.16
Employee Benefits; Employees. (a) The Acquired Companies currently do not have, and since January 1, 2014 have not had, any employees. Section 5.14(a) of the Seller Disclosure Schedule sets forth a list as of the date hereof of Business Employees by name and position and designates those who are Inactive Business Employees and those who are Milestone Employees. Seller has provided or made available to Buyer, as of the date hereof, for each Business Employee, such employee’s title, wages, salary or hourly rate of pay and bonus opportunity and any commitments, written or, to the Knowledge of Seller, oral (other than as already set forth in a written Employee Benefit Plan, if any), to change such wages, salary, hourly rate of pay or bonus opportunity and the date upon which such change becomes effective, whether the employee is on leave of absence and the nature of the leave, and the date of hire of each such employee and each such employee’s principal work location. To the Knowledge of Seller, as of the date hereof, all Business Employees have established valid, current U.S. employment authorization. As of immediately prior to the date hereof there are, and as of immediately prior to Closing there will be, no Business Employees who provide services to the Acquired Companies as independent contractors or consultants (other than those employed by a third-party entity that has a contract with the Acquired Companies).
