Common use of Employee Benefits; ERISA Clause in Contracts

Employee Benefits; ERISA. (a) Section 2.16(a) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, pension, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, profit sharing, fringe benefits, cafeteria benefits, medical benefits, life insurance, disability benefits, accident benefits, salary continuation, accrued leave, vacation, sabbatical, sick pay, sick leave, unemployment benefits or other benefits, whether written or unwritten, including each “voluntary employees’ beneficiary association” under Section 501(c)(9) of the Code and each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in each case, for active, retired or former employees, directors or consultants, which is currently sponsored, maintained, contributed to, or required to be contributed to or with respect to which any potential liability is borne by Parent or any of its Subsidiaries or any trade or business (whether or not incorporated) that is or at any relevant time was treated as a single employer with Parent within the meaning of Section 414 of the Code (an “ERISA Affiliate”), (collectively, the “Parent Plans”). Neither Parent nor, to the Knowledge of Parent, any other person or entity, has made any commitment to modify, change or terminate any Parent Plan, other than with respect to a modification, change or termination required by Law. There are no loans by Parent to any of its officers, employees, contractors or directors outstanding on the date hereof, except pursuant to loans under any Parent Plan intended to qualify under Section 401(k) of the Code, and there have never been any loans by Parent subject to Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

Employee Benefits; ERISA. (a) Section 2.16(a3.14(a) of the Parent Company Disclosure Schedule sets forth, as of the date of this Agreement, a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, pension, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, profit sharing, fringe benefits, cafeteria benefits, medical benefits, life insurance, disability benefits, accident benefits, salary continuation, accrued leave, vacation, sabbatical, sick pay, sick leave, unemployment benefits or other benefits, whether written or unwritten, including each “voluntary employees’ beneficiary association” under Section 501(c)(9) of the Code and each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in each case, for active, retired or former employees, directors or consultants, which is currently sponsored, maintained, contributed to, or required to be contributed to or with respect to which any potential liability is borne by Parent the Company or any of its Subsidiaries or any trade or business (whether or not incorporated) that is or at any relevant time was treated as a single employer with Parent within the meaning of Section 414 of the Code (an “ERISA Affiliate”), Affiliate (collectively, the “Parent Plans“ Company Plans ”). Neither Parent the Company nor, to the Knowledge of Parentthe Company, any other person or entity, has made any commitment to modify, change or terminate any Parent Company Plan, other than with respect to a modification, change or termination required by Law. There are no loans by Parent the Company to any of its officers, employees, contractors or directors outstanding on the date hereof, except pursuant to loans under any Parent Company Plan intended to qualify under Section 401(k) of the Code, and there have never been any loans by Parent the Company subject to Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

Employee Benefits; ERISA. (a) Section 2.16(a) of the Parent Vitas Disclosure Schedule sets forth, as of the date of this Agreement, a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, pension, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, profit sharing, fringe benefits, cafeteria benefits, medical benefits, life insurance, disability benefits, accident benefits, salary continuation, accrued leave, vacation, sabbatical, sick pay, sick leave, unemployment benefits or other benefits, whether written or unwritten, including each “voluntary employees’ beneficiary association” under Section 501(c)(9) of the Code and each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in each case, for active, retired or former employees, directors or consultants, which is currently sponsored, maintained, contributed to, or required to be contributed to or with respect to which any potential liability is borne by Parent Vitas or any of its Subsidiaries or any trade or business (whether or not incorporated) that is or at any relevant time was treated as a single employer with Parent Vitas within the meaning of Section 414 of the Code (an “ERISA Affiliate”), ) (collectively, the “Parent Vitas Plans”). Neither Parent nor, to the Knowledge of Parent, Vitas nor any other person or entity, entity has made any commitment to modify, change or terminate any Parent Vitas Plan, other than with respect to a modification, change or termination required by Lawlaw. There are no loans by Parent Vitas to any of its officers, employees, contractors or directors outstanding on the date hereof, except pursuant to loans under any Parent Plan intended to qualify under Section 401(k) of the Code, and there have never been any loans by Parent subject to Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

Employee Benefits; ERISA. (a) Section 2.16(a(i) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, a complete and accurate list of each Each plan, program, policy, practice, contractContract, agreement or other arrangement providing for employment, compensation, retirement, pension, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, profit sharing, fringe benefits, cafeteria benefits, medical benefits, life insurance, disability benefits, accident benefits, salary continuation, accrued leave, vacation, sabbatical, sick pay, sick leave, unemployment benefits or other benefits, whether written or unwritten, including each “"voluntary employees’ ' beneficiary association” " under Section 501(c)(9) of the Code and each “"employee benefit plan” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), in each case, for active, retired or former employees, directors or consultants, which is currently sponsored, maintained, contributed to, or required to be contributed to or with respect to which any potential liability is borne by Parent or any of its Subsidiaries Company or any trade or business (whether or not incorporated) that is or at any relevant time was treated as a single employer with Parent Company within the meaning of Section 414 of the Code (an “"ERISA Affiliate”), ") (collectively, the “Parent "Company Plans”). Neither Parent nor") complies in all material respects with its terms, to the Knowledge terms of Parenteach applicable collective bargaining agreement, ERISA, the Code and all other applicable statutes and governmental rules and regulations, (ii) no Company Plan, nor any other person or entitytrust created thereunder, has made failed to satisfy the minimum funding standard as described in Section 302 of ERISA, whether or not waived, (iii) neither Company nor any commitment to modifyERISA Affiliate has withdrawn, change and neither has knowledge of any facts or terminate conditions that could result in a withdrawal, from any Parent Plan, other than with respect to a modification, change or termination required by Law. There are no loans by Parent to any of its officers, employees, contractors or directors outstanding on the date hereof, except pursuant to loans under any Parent Plan intended to qualify under "multiemployer plan" (as defined in Section 401(k3(37) of the CodeERISA), and there have never been any loans by Parent subject (iv) no liability under Title IV of ERISA has occurred or is reasonably expected to Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirementsoccur.

Employee Benefits; ERISA. (a) Section 2.16(a(i) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, a complete and accurate list of each Each plan, program, policy, practice, contractContract, agreement or other arrangement providing for employment, compensation, retirement, pension, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, profit sharing, fringe benefits, cafeteria benefits, medical benefits, life insurance, disability benefits, accident benefits, salary continuation, accrued leave, vacation, sabbatical, sick pay, sick leave, unemployment benefits or other benefits, whether written or unwritten, including each “"voluntary employees’ ' beneficiary association” " under Section 501(c)(9) of the Code and each “"employee benefit plan” " within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), in each case, for active, retired or former employees, directors or consultants, which is currently sponsored, maintained, contributed to, or required to be contributed to or with respect to which any potential liability is borne by Parent or any of its Subsidiaries LMB or any trade or business (whether or not incorporated) that is or at any relevant time was treated as a single employer with Parent LMB within the meaning of Section 414 of the Code (an “ERISA Affiliate”), "ERISAAffiliate") (collectively, the “Parent "LMB Plans”). Neither Parent nor") complies in all material respects with its terms, to the Knowledge terms of Parenteach applicable collective bargaining agreement, ERISA, the Code and all other applicable statutes and governmental rules and regulations, (ii) no LMB Plan, nor any other person or entitytrust created thereunder, has made failed to satisfy the minimum funding standard as described in Section 302 of ERISA, whether or not waived, (iii) neither LMB nor any commitment to modifyERISA Affiliate has withdrawn, change and neither has knowledge of any facts or terminate conditions that could result in a withdrawal, from any Parent Plan, other than with respect to a modification, change or termination required by Law. There are no loans by Parent to any of its officers, employees, contractors or directors outstanding on the date hereof, except pursuant to loans under any Parent Plan intended to qualify under "multiemployer plan" (as defined in Section 401(k3(37) of the CodeERISA), and there have never been any loans by Parent subject (iv) no liability under Title IV of ERISA has occurred or is reasonably expected to Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirementsoccur.

Employee Benefits; ERISA. (a) Section 2.16(a(i) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, a complete and accurate list of each Each plan, program, policy, practice, contractContract, agreement or other arrangement providing for employment, compensation, retirement, pension, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, profit sharing, fringe benefits, cafeteria benefits, medical benefits, life insurance, disability benefits, accident benefits, salary continuation, accrued leave, vacation, sabbatical, sick pay, sick leave, unemployment benefits or other benefits, whether written or unwritten, including each “voluntary employees’ beneficiary association” under Section 501(c)(9) of the Code and each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in each case, for active, retired or former employees, directors or consultants, which is currently sponsored, maintained, contributed to, or required to be contributed to or with respect to which any potential liability is borne by Parent LS, LSG or any of its their respective Subsidiaries or any trade or business (whether or not incorporated) that is or at any relevant time was treated as a single employer with Parent LS within the meaning of Section 414 of the Code (an “ERISA Affiliate”), ) (collectively, the “Parent LS Plans”). Neither Parent nor) complies in all material respects with its terms, to the Knowledge terms of Parenteach applicable collective bargaining agreement, ERISA, the Code and all other applicable statutes and governmental rules and regulations, (ii) no LS Plan, nor any other person or entitytrust created thereunder, has made failed to satisfy the minimum funding standard as described in Section 302 of ERISA, whether or not waived, (iii) neither LS nor any commitment to modifyERISA Affiliate has withdrawn, change and neither has knowledge of any facts or terminate conditions that could result in a withdrawal, from any Parent Plan, other than with respect to a modification, change or termination required by Law. There are no loans by Parent to any of its officers, employees, contractors or directors outstanding on the date hereof, except pursuant to loans under any Parent Plan intended to qualify under “multiemployer plan” (as defined in Section 401(k3(37) of the CodeERISA), and there have never been any loans by Parent subject (iv) no liability under Title IV of ERISA has occurred or is reasonably expected to Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirementsoccur.

Employee Benefits; ERISA. (a) Section 2.16(a) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, pension, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, profit sharing, fringe benefits, cafeteria benefits, medical benefits, life insurance, disability benefits, accident benefits, salary continuation, accrued leave, vacation, sabbatical, sick pay, sick leave, unemployment benefits or other benefits, whether written or unwritten, including each “voluntary employees’ beneficiary association” under Section 501(c)(9) of the Code and each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA“ ERISA ”), in each case, for active, retired or former employees, directors or consultants, which is currently sponsored, maintained, contributed to, or required to be contributed to or with respect to which any potential liability is borne by Parent or any of its Subsidiaries or any trade or business (whether or not incorporated) that is or at any relevant time was treated as a single employer with Parent within the meaning of Section 414 of the Code (an ““ ERISA AffiliateAffiliate ”), (collectively, the ““ Parent PlansPlans ”). Neither Parent nor, to the Knowledge of Parent, any other person or entity, has made any commitment to modify, change or terminate any Parent Plan, other than with respect to a modification, change or termination required by Law. There are no loans by Parent to any of its officers, employees, contractors or directors outstanding on the date hereof, except pursuant to loans under any Parent Plan intended to qualify under Section 401(k) of the Code, and there have never been any loans by Parent subject to Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

Employee Benefits; ERISA. (a) Section 2.16(a3.14(a) of the Parent Company Disclosure Schedule sets forth, as of the date of this Agreement, a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, pension, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, profit sharing, fringe benefits, cafeteria benefits, medical benefits, life insurance, disability benefits, accident benefits, salary continuation, accrued leave, vacation, sabbatical, sick pay, sick leave, unemployment benefits or other benefits, whether written or unwritten, including each “voluntary employees’ beneficiary association” under Section 501(c)(9) of the Code and each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in each case, for active, retired or former employees, directors or consultants, which is currently sponsored, maintained, contributed to, or required to be contributed to or with respect to which any potential liability is borne by Parent the Company or any of its Subsidiaries or any trade or business (whether or not incorporated) that is or at any relevant time was treated as a single employer with Parent within the meaning of Section 414 of the Code (an “ERISA Affiliate”), Affiliate (collectively, the “Parent Company Plans”). Neither Parent the Company nor, to the Knowledge of Parentthe Company, any other person or entity, has made any commitment to modify, change or terminate any Parent Company Plan, other than with respect to a modification, change or termination required by Law. There are no loans by Parent the Company to any of its officers, employees, contractors or directors outstanding on the date hereof, except pursuant to loans under any Parent Company Plan intended to qualify under Section 401(k) of the Code, and there have never been any loans by Parent the Company subject to Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.

Employee Benefits; ERISA. (a) Section 2.16(a) of the Parent Disclosure Schedule sets forth, as of the date of this Agreement, a complete and accurate list of each plan, program, policy, practice, contract, agreement or other arrangement providing for employment, compensation, retirement, pension, deferred compensation, loans, severance, separation, relocation, repatriation, expatriation, visas, work permits, termination pay, performance awards, bonus, incentive, stock option, stock purchase, stock bonus, phantom stock, stock appreciation right, supplemental retirement, profit sharing, fringe benefits, cafeteria benefits, medical benefits, life insurance, disability benefits, accident benefits, salary continuation, accrued leave, vacation, sabbatical, sick pay, sick leave, unemployment benefits or other benefits, whether written or unwritten, including each “voluntary employees’ beneficiary association” under Section 501(c)(9) of the Code and each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), in each case, for active, retired or former employees, directors or consultants, which is currently sponsored, maintained, contributed to, or required to be contributed to or with respect to which any potential liability is borne by Parent or any of its Subsidiaries or any trade or business (whether or not incorporated) that is or at any relevant time was treated as a single employer with Parent within the meaning of Section 414 of the Code (an “ERISA Affiliate”), ) (collectively, the “Parent Plans”). Neither Parent nor, to the Knowledge of Parent, nor any other person or entity, entity has made any commitment to modify, change or terminate any Parent Plan, other than with respect to a modification, change or termination required by Lawlaw. There are no loans by Parent to any of its officers, employees, contractors or directors outstanding on the date hereof, except pursuant to loans under any Parent Plan intended to qualify under Section 401(k) of the Code, and there have never been any loans by Parent subject to Regulation U of the Board of Governors of the Federal Reserve System as from time to time in effect and any successor to all or a portion thereof establishing margin requirements.