Common use of Employee Benefits Matters Clause in Contracts

Employee Benefits Matters. (a) Except as required by applicable Laws, the terms of an Employee Plan or the terms of the Employee Matters Agreement, there exists no obligation to make or provide any acceleration, vesting, increase in benefits, severance or termination payment to any Business Employee as a result of the transactions contemplated by this Agreement. (b) Each employee health, welfare, medical, dental, pension, retirement, profit sharing, incentive compensation, deferred compensation, equity compensation, savings, fringe-benefit, paid time off, severance, life insurance and disability plan, program, agreement or arrangement (whether written or oral), including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, that is sponsored, maintained or contributed to by any Seller for the Business Employees, other than plans established pursuant to statute, is listed on Section 3.14(b) of the Disclosure Schedule (the “Employee Plans”). With respect to the Employee Plans, the Sellers have provided the Buyer with (i) where the Employee Plan has not been reduced to writing, a summary of all material terms of such plan and (ii) where the Employee Plan has been reduced to writing, a summary plan description of such Employee Plan. (c) No asset of any Seller is subject to any Lien under ERISA associated with any Employee Plan, and no liability under Title IV or Section 302 of ERISA has been incurred by any Seller or any ERISA Affiliate for which the Buyer could be liable as a result of the transactions contemplated by this Agreement. (d) Each Employee Plan intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified and is the subject of a favorable determination or opinion letter issued by the U.S. Internal Revenue Service as to its qualified status under the Code or an application for such letter was timely filed within the applicable remedial amendment period and is pending, and, to the Knowledge of the Sellers, no circumstances have occurred that would reasonably be expected to adversely affect the tax qualified status of any such Employee Plan. (e) The Sellers have complied in all material respects with the requirements of Section 4980B of the Code and Sections 601-608 of ERISA applicable to any Employee Plan that is a “group health plan” (within the meaning of Section 607(1) of ERISA).

Employee Benefits Matters. (a) Except as required by applicable Laws, the terms of an a CCR Employee Plan or the terms of the Employee Matters Agreement, there exists no obligation to make or provide any acceleration, vesting, increase in benefits, severance or termination payment to any CCR Business Employee as a result of the transactions contemplated by this Agreement. (b) Each employee health, welfare, medical, dental, pension, retirement, profit sharing, incentive compensation, deferred compensation, equity compensation, savings, fringe-benefit, paid time off, severance, life insurance and disability plan, program, agreement or arrangement (whether written or oral), including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, that is sponsored, maintained or contributed to by any Seller CCR Party for the CCR Business Employees, other than plans established pursuant to statute, is listed on Section 3.14(b) of the CCR Disclosure Schedule (the “CCR Employee Plans”). With respect to the CCR Employee Plans, the Sellers CCR Parties have provided the Buyer CCBCC Parties with (i) where the CCR Employee Plan has not been reduced to writing, a summary of all material terms of such plan and (ii) where the CCR Employee Plan has been reduced to writing, a summary plan description of such CCR Employee Plan. (c) No asset of any Seller CCR Party is subject to any Lien under ERISA associated with any CCR Employee Plan, and no liability under Title IV or Section 302 of ERISA has been incurred by any Seller CCR Party or any ERISA Affiliate for which the Buyer CCBCC Parties could be liable as a result of the transactions contemplated by this Agreement. (d) Each CCR Employee Plan intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified and is the subject of a favorable determination or opinion letter issued by the U.S. Internal Revenue Service IRS as to its qualified status under the Code or an application for such letter was timely filed within the applicable remedial amendment period and is pending, and, to the Knowledge of the SellersCCR Parties, no circumstances have occurred that would reasonably be expected to adversely affect the tax qualified status of any such CCR Employee Plan. (e) The Sellers CCR Parties have complied in all material respects with the requirements of Section 4980B of the Code and Sections 601-608 of ERISA applicable to any CCR Employee Plan that is a “group health plan” (within the meaning of Section 607(1) of ERISA).

Employee Benefits Matters. (a) Except as required by applicable Laws, the terms of an Employee Plan Laws or the terms of the a CCBCC Employee Matters AgreementPlan, there exists no obligation to make or provide any acceleration, vesting, increase in benefits, severance or termination payment to any CCBCC Business Employee as a result of the transactions contemplated by this Agreement. (b) Each employee health, welfare, medical, dental, pension, retirement, profit sharing, incentive compensation, deferred compensation, equity compensation, savings, fringe-benefit, paid time off, severance, life insurance and disability plan, program, agreement or arrangement (whether written or oral), including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, that is sponsored, maintained or contributed to by any Seller CCBCC Party for the CCBCC Business Employees, other than plans established pursuant to statute, is listed on Section 3.14(b4.14(b) of the CCBCC Disclosure Schedule (the “CCBCC Employee Plans”). With respect to the CCBCC Employee Plans, the Sellers CCBCC Parties have provided the Buyer CCR Parties with (i) where the CCBCC Employee Plan has not been reduced to writing, a summary of all material terms of such plan and (ii) where the CCBCC Employee Plan has been reduced to writing, a summary plan description of such CCBCC Employee Plan. (c) No asset of any Seller CCBCC Party is subject to any Lien under ERISA associated with any CCBCC Employee Plan, and no liability under Title IV or Section 302 of ERISA has been incurred by any Seller CCBCC Party or any ERISA Affiliate for which the Buyer CCR Parties could be liable as a result of the transactions contemplated by this Agreement. (d) Each CCBCC Employee Plan intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified and is the subject of a favorable determination or opinion letter issued by the U.S. Internal Revenue Service IRS as to its qualified status under the Code or an application for such letter was timely filed within the applicable remedial amendment period and is pending, and, to the Knowledge of the SellersCCBCC Parties, no circumstances have occurred that would reasonably be expected to adversely affect the tax qualified status of any such CCBCC Employee Plan. (e) The Sellers CCBCC Parties have complied in all material respects with the requirements of Section 4980B of the Code and Sections 601-608 of ERISA applicable to any CCBCC Employee Plan that is a “group health plan” (within the meaning of Section 607(1) of ERISA).

Employee Benefits Matters. (a) Except as required by applicable Laws, the terms of an Employee Plan or the terms Section 2.13(a) of the Employee Matters Agreement, there exists no obligation to make or provide any acceleration, vesting, increase in benefits, severance or termination payment to any Business Employee Sellers Disclosure Letter sets forth a true and complete list of each material Seller Benefit Plan as a result of the transactions contemplated by this AgreementEffective Date. (b) Each employee healthTrue and complete copies have been provided or made available to Purchaser of all material Seller Benefit Plans (or, welfarein the case of an unwritten Seller Benefit Plan, medical, dental, pension, retirement, profit sharing, incentive compensation, deferred compensation, equity compensation, savings, fringe-benefit, paid time off, severance, life insurance and disability plan, program, agreement or arrangement (whether a written or oraldescription thereof), including each “employee benefit plan” within the meaning any trust instruments and insurance Contracts forming a part of Section 3(3) of ERISA, that is sponsored, maintained or contributed to by any Seller for the Business Employees, other than plans established pursuant to statute, is listed on Section 3.14(b) of the Disclosure Schedule (the “Employee Plans”). With respect to the Employee Plans, the Sellers have provided the Buyer with (i) where the Employee Plan has not been reduced to writing, a summary of all material terms of such plan and (ii) where the Employee Plan has been reduced to writing, a summary plan description of such Employee Benefit Plan. (c) No asset All Seller Benefit Plans have been administered in compliance with their terms and with the requirements of any Seller is subject applicable Law, including ERISA and the Code, except as such non-compliance would not reasonably be expected to any Lien under ERISA associated with any Employee Plan, and no liability under Title IV or Section 302 of ERISA has been incurred by any Seller or any ERISA Affiliate for which the Buyer could be liable as have a result of the transactions contemplated by this AgreementMaterial Adverse Effect. (d) Each Employee The IRS has issued a valid and favorable determination, opinion or advisory letter with respect to each Seller Benefit Plan that is intended to be a “qualifiedqualified plan” within the meaning of Section 401(a) of the Code is so qualified (each, a “Qualified Plan”) and is the subject of a favorable determination or opinion letter issued by the U.S. Internal Revenue Service as to its qualified status under the Code or an application for such letter was timely filed within the applicable remedial amendment period and is pending, related trust that has not been revoked and, to the Knowledge of the Sellers, no circumstances exist and no events have occurred that would would, individually or in the aggregate, reasonably be expected to adversely affect cause the tax loss of the qualified status of any such Employee PlanQualified Plan or the related trust. A copy of the most recent determination or opinion letter received from the IRS with respect to each Qualified Plan has been made available to Purchaser. (e) The From the date hereof and through and after the Closing Date, no circumstances shall exist that could result in any Controlled Group Liability of Sellers have complied or any of their ERISA Affiliates (other than the Acquired Companies) becoming a Liability of the Acquired Companies or of Purchaser or its Affiliates. (f) Except as set forth on Section 2.13(f) of the Sellers Disclosure Letter, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement would reasonably be expected to, either alone or in all material respects conjunction with any other event (whether contingent or otherwise), (i) result in any payment or benefit becoming due or payable, or required to be provided, to any Acquired Company Employee (other than the requirements payment of accrued benefits under a Seller Benefit Plan as a result of an Acquired Company Employee ceasing to be an active participant under such Seller Benefit Plan), (ii) increase the amount or value of any benefit or compensation otherwise payable or required to be provided to any Acquired Company Employee, (iii) result in the acceleration of the time of payment or vesting of any compensation or benefits to any Acquired Company Employee (other than the payment of accrued benefits that were vested immediately prior to (and not as a result of) the consummation of the transactions contemplated by this Agreement under a Seller Benefit Plan as a result of an Acquired Company Employee ceasing to be an active participant under such Seller Benefit Plan) or (iv) result in any amount failing to be deductible by an Acquired Company by reason of Section 4980B 280G of the Code and Sections 601-608 Code. (g) Except as set forth on Section 2.13(g) of ERISA applicable the Sellers Disclosure Letter, none of the Acquired Companies sponsor or make contributions with respect to any Employee Benefit Plan that is a “group health plan” subject to Title IV of ERISA. (within the meaning of h) Except as set forth on Section 607(12.13(h) of ERISAthe Sellers Disclosure Letter, no Acquired Company has any liability or obligation under any plan which provides medical or other welfare or death benefits with respect to any Acquired Company Employees beyond their termination of employment or service (other than coverage mandated by Law at the sole expense of the applicable participant). (i) With respect to any Seller Benefit Plan, no Actions (other than routine claims for benefits in the ordinary course) are pending or, to the Knowledge of Sellers, threatened. (j) No Acquired Company maintains any Seller Benefit Plan outside the jurisdiction of the United States or that cover any Acquired Company Employees residing or working outside of the United States. (k) This Section 2.13 contains the exclusive representations and warranties of Sellers with respect to employee benefits matters. No other provision of this Agreement shall be construed as constituting a representation or warranty regarding such matters.

Employee Benefits Matters. (a) Except as required by applicable Laws, the terms of an Employee Plan or the terms Section 4.13(a) of the Employee Matters AgreementDetective Disclosure Schedule contains a true and complete list of all employee benefit plans (within the meaning of Section 3(3) of ERISA), there exists no obligation to make or provide any accelerationall bonus, vestingstock option, increase in benefitsstock purchase, restricted stock, incentive, deferred compensation, supplemental retirement, severance or termination payment other benefit plans, programs or arrangements, and all employment, termination, severance or other Contracts or agreements with respect to which Detective or any of its Subsidiaries has any obligation and which are maintained, contributed to or sponsored by Detective or any of its Subsidiaries for the benefit of any current or former employee of Detective or any of its Subsidiaries (collectively, the "Detective Plans"). (b) Except as otherwise disclosed in Section 4.13(b) of the Detective Disclosure Schedule, none of the Detective Plans (i) is a "multiemployer plan", within the meaning of Section 3(37) or 4001(a)(3) of ERISA, or a "single-employer plan", within the meaning of Section 4001(a)(15) of ERISA, or (ii) provides or promises to provide retiree medical or life insurance benefits. (c) Neither Detective nor any of its Affiliates has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course). None of the assets of Detective or any of its Affiliates is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the Code; neither Detective nor any of its Affiliates has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the Code; and no fact or event exists which could give rise to any Business Employee such lien or requirement to post any such security. (d) Except as set forth in Section 4.13(d) of the Detective Disclosure Schedule, (i) no benefit or any right to a result benefit under any Detective Plan will become payable, 32 38 accelerated or be enhanced in any way solely by reason of the consummation of the transactions contemplated by this Agreement or by reason of the consummation of the transactions contemplated by this Agreement coupled with another event (e.g., termination of employment), and (ii) any tax deduction otherwise allowable in respect of remuneration to current or former Detective employees or Affiliates payable upon or after the Closing will not be disallowed by operation of Section 280G of the Code in respect of the consummation of the transactions contemplated by this Agreement. (be) Each employee health, welfare, medical, dental, pension, retirement, profit sharing, incentive compensation, deferred compensation, equity compensation, savings, fringe-benefit, paid time off, severance, life insurance and disability plan, program, agreement or arrangement (whether written or oral), including each “employee benefit plan” within the meaning of Except as disclosed in Section 3(3) of ERISA, that is sponsored, maintained or contributed to by any Seller for the Business Employees, other than plans established pursuant to statute, is listed on Section 3.14(b4.13(e) of the Detective Disclosure Schedule (the “Employee Plans”). With respect to the Employee PlansSchedule, the Sellers have provided the Buyer with (i) where the Employee Plan has not been reduced to writing, neither Detective nor any of its Subsidiaries is a summary of all material terms of such plan and (ii) where the Employee Plan has been reduced to writing, a summary plan description of such Employee Plan. (c) No asset of any Seller is subject party to any Lien under ERISA associated with collective bargaining or other labor union Contract applicable to any Employee Plan, and no liability under Title IV or Section 302 employees of ERISA has been incurred by any Seller Detective or any ERISA Affiliate for which the Buyer could be liable as a result of its Subsidiaries. As of the transactions contemplated by this Agreement. (d) Each Employee Plan intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified and is the subject of a favorable determination or opinion letter issued by the U.S. Internal Revenue Service as to its qualified status under the Code or an application for such letter was timely filed within the applicable remedial amendment period and is pendingdate hereof, andthere is, to the Knowledge knowledge of the SellersDetective, no circumstances have occurred that would reasonably be expected material labor strike, slowdown or work stoppage pending or, to adversely affect the tax qualified status knowledge of Detective, threatened in writing, which may interfere in any such Employee Plan. (e) The Sellers have complied in all material respects respect with the requirements business activities of Section 4980B Detective or any of the Code and Sections 601-608 of ERISA applicable to any Employee Plan that is a “group health plan” (within the meaning of Section 607(1) of ERISA)its Subsidiaries.

Employee Benefits Matters. (a) Except as required by applicable Laws, the terms of an a CCBU Employee Plan or the terms of the CCBU Employee Matters Agreement, there exists no obligation to make or provide any acceleration, vesting, increase in benefits, severance or termination payment to any CCBU Business Employee as a result of the transactions contemplated by this Agreement. (b) Each employee health, welfare, medical, dental, pension, retirement, profit sharing, incentive compensation, deferred compensation, equity compensation, savings, fringe-benefit, paid time off, severance, life insurance and disability plan, program, agreement or arrangement (whether written or oral), including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, that is sponsored, maintained or contributed to by any Seller CCBU Party for the CCBU Business Employees, other than plans established pursuant to statute, is listed on Section 3.14(b) of the CCBU Disclosure Schedule (the “CCBU Employee Plans”). With respect to the CCBU Employee Plans, the Sellers CCBU Parties have provided the Buyer CCBCC Parties with (i) where the CCBU Employee Plan has not been reduced to writing, a summary of all material terms of such plan and (ii) where the CCBU Employee Plan has been reduced to writing, a summary plan description of such CCBU Employee Plan. (c) No asset of any Seller CCBU Party is subject to any Lien under ERISA associated with any CCBU Employee Plan, and no liability under Title IV or Section 302 of ERISA has been incurred by any Seller CCBU Party or any ERISA Affiliate for which the Buyer CCBCC Parties could be liable as a result of the transactions contemplated by this Agreement. (d) Each CCBU Employee Plan intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified and is the subject of a favorable determination or opinion letter issued by the U.S. Internal Revenue Service IRS as to its qualified status under the Code or an application for such letter was timely filed within the applicable remedial amendment period and is pending, and, to the Knowledge of the SellersCCBU Parties, no circumstances have occurred that would reasonably be expected to adversely affect the tax qualified status of any such CCBU Employee Plan. (e) The Sellers CCBU Parties have complied in all material respects with the requirements of Section 4980B of the Code and Sections 601-608 of ERISA applicable to any CCBU Employee Plan that is a “group health plan” (within the meaning of Section 607(1) of ERISA).

Employee Benefits Matters. (a) Except as required by Each Employee Benefit Plan (and each related trust, insurance Contract, or fund) has been maintained, funded and administered in accordance with its terms and in compliance with the applicable requirements of Law, including ERISA and the Code and other applicable Laws, except where the terms failure to so maintain, fund or administer would reasonably be expected to result in a Material Adverse Effect, and all contributions, distributions, reimbursements and premium payments due with respect to each Employee Benefit Plan have been timely made or properly accrued. Each Employee Benefit Plan that is intended to meet the requirements of an Employee Plan or the terms of the Employee Matters Agreement, there exists no obligation to make or provide any acceleration, vesting, increase in benefits, severance or termination payment to any Business Employee as a result of the transactions contemplated by this Agreement. (b) Each employee health, welfare, medical, dental, pension, retirement, profit sharing, incentive compensation, deferred compensation, equity compensation, savings, fringe-benefit, paid time off, severance, life insurance and disability plan, program, agreement or arrangement (whether written or oral), including each “employee benefit qualified plan” within the meaning of Section 3(3) of ERISA, that is sponsored, maintained or contributed to by any Seller for the Business Employees, other than plans established pursuant to statute, is listed on Section 3.14(b) of the Disclosure Schedule (the “Employee Plans”). With respect to the Employee Plans, the Sellers have provided the Buyer with (i) where the Employee Plan has not been reduced to writing, a summary of all material terms of such plan and (ii) where the Employee Plan has been reduced to writing, a summary plan description of such Employee Plan. (c) No asset of any Seller is subject to any Lien under ERISA associated with any Employee Plan, and no liability under Title IV or Section 302 of ERISA has been incurred by any Seller or any ERISA Affiliate for which the Buyer could be liable as a result of the transactions contemplated by this Agreement. (d) Each Employee Plan intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified and is the subject of has received a favorable determination letter (or may rely on a favorable opinion letter letter) issued by the U.S. United States Internal Revenue Service as to its qualified status under the Code or an application for such letter was timely filed within the applicable remedial amendment period and is pending, and, to the Knowledge of the SellersCompany’s Knowledge, no circumstances have nothing has occurred that would reasonably be expected to adversely affect the tax qualified status qualification of any such Employee Benefit Plan. (eb) The Sellers Company does not maintain, sponsor, contribute to, have complied in all material respects any obligation to contribute to, or have any current or potential liability or obligation under or with the requirements of Section 4980B of the Code and Sections 601-608 of ERISA applicable respect to any Employee Plan that is (i) a “group health defined benefit plan” (as such term is defined in Section 3(35) of ERISA), (ii) a “multiple employer plan” (within the meaning of Section 607(1210 of ERISA or Section 413(c) of the Code), or (iii) a “multiemployer plan” as defined in Section 3(37) of ERISA, or (iv) a “multiple employer welfare arrangement” (as such term is defined in Section 3(40) of ERISA); no Employee Benefit Plan provides and the Company does not have any current or potential obligation to provide post-termination or post-retirement health, life or other welfare benefits other than as required under Section 4980B of the Code or any similar state Law; and the Company does not have any current or potential liability or obligation by reason of at any time being treated as a single employer under Section 414 of the Code with any other Person. (c) There have been no prohibited transactions (as defined in Section 406 of ERISA or Section 4975 of the Code) and no breach of fiduciary duty (as determined under ERISA) with respect to any Employee Benefit Plan; the Company has, for purposes of each Employee Benefit Plan, correctly classified those individuals performing services for the Company as employees or non-employees; and there do not exist any pending or, to the Company’s Knowledge, threatened claims (other than routine undisputed claims for benefits) or Actions with respect to any Employee Benefit Plan. (d) The transactions contemplated by the Transaction Agreements will not (either alone or in combination with another event) (i) cause the acceleration of vesting in, or payment of, any benefits or compensation under any Employee Benefit Plan, (ii) require the funding of compensation or benefits due to any manager, employee, officer, director, shareholder or other service provider (whether current, former or retired) of the Company or their beneficiaries and, (iii) otherwise accelerate or increase any liability or obligation under any Employee Benefit Plan.

Employee Benefits Matters. (a) Except as required by applicable Laws, the terms of an Employee Plan or the terms of the Employee Matters this Agreement, there exists no obligation to make or provide any acceleration, vesting, increase in benefits, severance or termination payment to any Business Employee as a result of the transactions contemplated by this Agreement. (b) Each employee health, welfare, medical, dental, pension, retirement, profit sharing, incentive compensation, deferred compensation, equity compensation, savings, fringe-benefit, paid time off, severance, life insurance and disability plan, program, agreement or arrangement (whether written or oral), including each “employee benefit plan” within the meaning of Section 3(3) of ERISA, that is sponsored, maintained or contributed to by any the Company or the Seller for the Business Employees, other than plans established pursuant to statute, is listed on Section 3.14(b) of the Disclosure Schedule (the “Employee Plans”). With respect to the Employee Plans, the Sellers Seller and the Company have provided the Buyer with (i) where the Employee Plan has not been reduced to writing, a summary of all material terms of such plan and (ii) where the Employee Plan has been reduced to writing, a summary plan description of such Employee Plan. (c) No asset of any Seller the Company is subject to any Lien under ERISA associated with any Employee Plan, and no liability under Title IV or Section 302 of ERISA has been incurred by any Seller the Company or any ERISA Affiliate for which the Buyer could be liable as a result of the transactions contemplated by this Agreement. (d) Each Employee Plan intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified and is the subject of a favorable determination or opinion letter issued by the U.S. Internal Revenue Service as to its qualified status under the Code or an application for such letter was timely filed within the applicable remedial amendment period and is pending, and, to the Knowledge of the SellersSeller, no circumstances have occurred that would reasonably be expected to adversely affect the tax qualified status of any such Employee Plan. (e) The Sellers have Company has complied in all material respects with the requirements of Section 4980B of the Code and Sections 601-608 of ERISA applicable to any Employee Plan that is a “group health plan” (within the meaning of Section 607(1) of ERISA).