Employee Benefits; Employment and Labor Matters. (a) Schedule 4.16(a) of the Acquirer Disclosure Letter contains a list of each of the following that any Crosstex Entity or any ERISA Affiliate, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six (6) years prior to the Contribution Closing Date with respect to items listed in Section 4.16(a)(i) and within three (3) years prior to the Closing Date with respect to items listed in Section 4.16(a)(ii):
(i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (including, but not limited to, employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA), (A) which is material and pursuant to which compensation or other benefits are provided to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of any Crosstex Entity or (B) which is subject to Title IV of ERISA; or
(ii) any material personnel policy, equity-based plan (including, but not limited to, stock option plans, stock purchase plans, stock appreciation rights and phantom stock plans), bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan or arrangements, change in control policies or agreements, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement and each other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 4.16(a)(i) pursuant to which compensation or other benefits are provided to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of any Crosstex Entity.
(b) True, correct and complete copies of the current version of each item described in Section 4.16(a)(i) or Section 4.16(a)(ii), and, if applicable, the current summary plan description, the most recent determination letter, the most recent actuarial report, the current insurance or group annuity contracts and each other funding or financing arrangement relating to any such item, as well as in every case all amendments, modifications or supplements thereto, have been made reasonably available to the Contributor Parties.
(c) All items described under Section 4.16(a)(i) or Section 4.16(a)(ii) that any Crosstex Entity or any ERISA Affiliate thereof, sponsors, maintains or contributes to, or has sponsored, maintained or contributed ...
Employee Benefits; Employment and Labor Matters. (a) Except as set forth on Schedule 3.17(a) of the Contributor Disclosure Schedule, no Acquired Company, nor any ERISA Affiliate of any Acquired Company, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six years prior to the Closing Date any of the following:
(i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (including, but not limited to, employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA, but excluding any multiemployer plan within the meaning of Section 3(37) of ERISA or multiple employer plan with the meaning of Section 4063(a) of ERISA); or
(ii) any material personnel policy, equity-based plan (including, but not limited to, stock option plans, stock purchase plans, stock appreciation rights and phantom stock plans), collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan or arrangements, change in control policies or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement and each other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 3.17(a)(i) (collectively, along with the plans described in Section 3.17(a)(i) above, the “Company Benefit Plans”).
(b) True, correct and complete copies of each of the written Company Benefit Plans sponsored, maintained or contributed to by the Acquired Companies within six years prior to the Closing Date, related trusts, insurance or group annuity Contracts and each other funding or financing arrangement relating to any such Company Benefit Plan, including all amendments thereto, have been made available to the Regency Parties and there has been made available to the Regency Parties, with respect to each such Company Benefit Plan required to file such report and description, the most recent report on Form 5500 and the summary plan description. Additionally, the most recent determination letter or opinion letter from the Internal Revenue Service for each of such Company Benefit Plans intended to be qualified under Section 401 of the Code, and any outstanding determination letter application for such plans has been made available to the Regency Parties.
(c) Except as disclosed on Schedule 3.17(c) of the Contributor Disclosure Schedule and except as to matt...
Employee Benefits; Employment and Labor Matters. (a) Except as set forth on Schedule 4.16(a) of the Regency Disclosure Schedule or filed with any Regency SEC Document (including by incorporation by reference) filed with the SEC on or after January 1, 2010 and prior to the date hereof, no Regency Entity, nor any ERISA Affiliate of any Regency Entity, sponsors, maintains or contributes to, or has sponsored, maintained or contributed to within six years prior to the Closing Date any of the following:
(i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (including, but not limited to, employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA, but excluding any multiemployer plan within the meaning of Section 3(37) of ERISA or multiple employer plan with the meaning of Section 4063(a) of ERISA); or
(ii) any material personnel policy, equity-based plan (including, but not limited to, stock option plans, stock purchase plans, stock appreciation rights and phantom stock plans), collective bargaining agreement, bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan or arrangements, change in control policies or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, consulting agreement, employment agreement and each other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 4.16(a)(i) (collectively, along with the plans described in Section 4.16(a)(i) above, the “Regency Benefit Plans”).
(b) True, correct and complete copies of each of the Regency Benefit Plans, related trusts, insurance or group annuity contracts and each other funding or financing arrangement relating to any Plan, including all amendments thereto, have been made available to ETE. and there has been made available to ETE, with respect to each Regency Benefit Plan required to file such report and description, the most recent report on Form 5500 and the summary plan description. Additionally, the most recent determination letter or opinion letter from the Internal Revenue Service for each of the Regency Benefit Plans intended to be qualified under Section 401 of the Code, and any outstanding determination letter application for such plans has been made available to ETE.
(c) Except as disclosed on Schedule 4.16(c) of the Regency Disclosure Schedule and except as to matters that would not reasonably be expected to h...
Employee Benefits; Employment and Labor Matters. Except as would not reasonably be expected to have an ETE Material Adverse Effect,
(A) each employee benefit plan, within the meaning of Section 3(3) of ERISA for which the SUG Parties or any member of their Controlled Groups would have any liability (each a “SUG Plan”) has been maintained in compliance with its terms and the requirements of any applicable statutes, orders, rules and regulations, including but not limited to ERISA and the Code;
(B) no prohibited transaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any SUG Plan excluding transactions effected pursuant to a statutory or administrative exemption;
(C) each SUG Plan that is intended to be qualified within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter as to its qualification, has been established under a standardized master and prototype or volume submitter plan for which a current favorable IRS advisory letter or opinion letter has been obtained by the plan sponsor and is valid as to the adopting employer, or has time remaining under applicable Laws to apply for a determination or opinion letter or to make any amendments necessary to obtain a favorable determination or opinion letter;
(D) no SUG Plan that is subject to the minimum funding standards of Section 412(a) or 430 of the Code or Section 302(a) or 330 of ERISA has failed to meet such minimum funding standards within the last five years; and
(E) neither the SUG Parties nor any member of their Controlled Groups has incurred, nor reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to any SUG Plan or premiums to the Pension Benefit Guaranty Corporation, in the ordinary course and without default) in respect of a SUG Plan (including a “multiemployer plan,” within the meaning of Section 4001(a)(3) of ERISA).
Employee Benefits; Employment and Labor Matters. (a) For purposes of this Agreement, “Propane Group Benefit Plans” shall mean:
Employee Benefits; Employment and Labor Matters. (a) Except as set forth on Schedule 3.19(a) of the Contributor Disclosure Schedule, no Propane Group Entity (i) is a party to, (ii) has any material liability with respect to or (iii) sponsors, maintains or contributes to, or has sponsored, maintained or contributed to, for the benefit of any current or former employee, officer, director or independent contractor of any Propane Group Entity, any of the following:
(i) any “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (including employee benefit plans, such as foreign plans, which are not subject to the provisions of ERISA), but excluding any multiemployer plan within the meaning of Sections 3(37) and 4001(a)(3) of ERISA; or
(ii) any material equity-based compensation plan (including stock option plans, stock purchase plans, stock appreciation rights, restricted stock and phantom stock plans), bonus plan or arrangement, incentive award plan or arrangement, vacation policy, severance pay plan or arrangement, change in control policy or agreement, deferred compensation agreement or arrangement, executive compensation or supplemental income arrangement, retiree medical or life insurance, supplemental retirement, consulting agreement, employment or termination or other similar agreement and each other employee benefit plan, agreement, arrangement, program, practice or understanding which is not described in Section 3.19(a)(i) (collectively, along with any plan described in Section 3.19(a)(i) above, the “Propane Group Benefit Plans”).
(b) True, correct and complete copies of (i) the plan documents for each of the Propane Group Benefit Plans that is sponsored by a Propane Group Entity and is set forth in writing and (ii) the Energy Transfer Partners GP, L.P. 401(k) Plan (the “ETP 401(k) Plan”, and (i) and (ii) collectively, the “Select Propane Benefit Plans”), along with the related trusts, insurance or group annuity contracts, each summary plan description and each other funding or financing arrangement relating to any such plan, including all amendments thereto and a summary of any material modifications, have been made available to Acquirer and there has been made available to Acquirer, with respect to each Select Propane Benefit Plan required to file such report and description, the most recent report on IRS Form 5500, including all schedules thereto. Additionally, the most recent determination letter or opinion letter from the IRS for each of the Propane Group Benefit Plans intende...
Employee Benefits; Employment and Labor Matters. ETG does not have any employees and does not sponsor, maintain or contribute to any “employee benefit plan”, as such term is defined in Section 3(3) of ERISA, or any other employee benefit plan or compensation plan. ETG has no actual or potential liability with respect to any pension plan subject to Title IV of ERISA.
Employee Benefits; Employment and Labor Matters shall survive the execution and delivery of this Agreement and shall continue in full force and effect until ninety (90) days after the expiration of the applicable statute of limitations, including any extensions thereof (which shall be deemed to be the Expiration Date with respect to such representations and warranties) and (C) any covenants or agreements contained in this Agreement that by their terms are to be performed after the Closing Date shall survive until fully discharged.
Employee Benefits; Employment and Labor Matters. No Talco Entity has any employees or sponsors, maintains or contributes to any “employee benefit plan”, as such term is defined in Section 3(3) of ERISA, or any other employee benefit plan or compensation plan. No Talco Entity has any actual or potential liability with respect to any pension plan subject to Title IV of ERISA.
Employee Benefits; Employment and Labor Matters. (a) Section 4.16(a) of the Panther Disclosure Letter contains a true and complete list of each material Panther Benefit Plan. With respect to each material Panther Benefit Plan, true and complete copies of each of the following documents, to the extent applicable, have been made available to Neptune: (i) each Panther Benefit Plan, and (ii) as applicable to each Panther Benefit Plan, (A) the summary plan description; (B) the most recent determination letter (or opinion letter, as applicable); (C) the most recent actuarial report, related trusts, insurance or group annuity Contracts; (D) correspondence to or from any Governmental Entity; (E) administrative service agreements; and (F) each other funding or financing arrangement relating to any plan, including, in each case, all amendments, modifications or supplements thereto.
(b) Except for matters that would not reasonably be expected to have, individually or in the aggregate, a Panther Material Adverse Effect:
(i) each Panther Benefit Plan has been established, operated and administered in compliance with its terms and applicable Law (including ERISA and the Code);
(ii) as to any Panther Benefit Plan intended to be qualified under Section 401 of the Code, such plan has received a favorable determination letter or opinion letter, as applicable, from the IRS to such effect (or has applied or has time remaining to apply for such letter) and, to the Knowledge of Panther, no Event has occurred since the date of such determination letter that would reasonably be expected to adversely affect the qualified status of any such Panther Benefit Plan;
(iii) all contributions (including employer contributions and employee salary reduction contributions) that are due and owing to each Panther Benefit Plan have been timely paid or accrued in accordance with GAAP; and
(iv) there are no unresolved claims or disputes (pending or threatened) under the terms of, or in connection with, any Panther Benefit Plan other than routine undisputed claims for benefits.
(c) No Panther Entity nor any ERISA Affiliate of any Panther Entity maintains or contributes to an employee welfare benefit plan that provides health or life insurance or other welfare benefits to retired or terminated employees, their spouses or their dependents (other than in accordance with Section 4980B of the Code or for coverage through the end of the month of termination or during an applicable severance period).
(d) (i) Each Multiemployer Plan to which any Panther...
