Employee Benefits Representations. Aradigm hereby represents and warrants to Novo Nordisk and Novo Nordisk Delivery Technologies, Inc. that:
(a) Schedule 8.03(a) contains a correct and complete list identifying each “employee benefit plan,” as defined in Section 3(3) of ERISA, each employment, severance or similar contract, plan, arrangement or policy and each other plan or arrangement providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by Aradigm or any of its Affiliates and covers any Development Program Employee or any former employee of the Development Program. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished or made available electronically to Novo Nordisk Delivery Technologies, Inc. together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and tax return (Form 990) prepared in connection with any such plan or trust. Such plans are referred to collectively herein as the “Development Program Employee Plans.” Aradigm has provided Novo Nordisk Delivery Technologies, Inc. with, or has caused to be provided to Novo Nordisk Delivery Technologies, Inc., complete actuarial data (including age, salary, service and related data) as of the most recent practicable date for Aradigm employees currently expected to be offered positions as Development Program Employees.
(b) None of Aradigm, any of its ERISA Affiliates or any predecessor thereof sponsors, maintains or contributes to, or has in the past sponsored, maintained or contributed to, any Employee Plan subject to Title IV of ERISA.
(c) None of Aradigm, any ERISA Affiliate of Aradigm or any predecessor thereof contributes to, or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA (a “Multiemployer Plan”).
(d) Each Development Program Employee Plan that is intended to be qualified under Section 40 1(a) of the Code has received a...
Employee Benefits Representations. Seller hereby represents and warrants to Buyer as of the date hereof and as of the Closing Date, that:
(a) Schedule 9.01(a) lists each material "employee benefit plan", as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974 ("ERISA"), each material employment, severance or similar contract, plan, arrangement or policy and each other material plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers' compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by Seller or any ERISA Affiliate and covers any person who is a Business Employee, as defined in Section 9.02 (any such plan, arrangement or policy, an "Employee Plan"). Copies of each Seller 401(k) Plan (as defined in Section 9.01(b)) and each other Employee Plan that provides for severance, vacation, sick leave or deferred compensation and all amendments thereto and written interpretations thereof have been furnished to Buyer. For purposes of this Agreement, "ERISA Affiliate" of Seller shall mean any other entity which, together with Seller, would be treated as a single employer under Section 414 of the Code. Since December 31, 1998, except as set forth in Schedule 9.01(a), no employee benefit plan or arrangement, including without limitation any Employee Plan, or modification thereto, has been adopted that would, individually or in the aggregate, increase materially the operating cost of the Business.
(b) No Employee Plan is a multiemployer plan, as defined in Section 3(37) of ERISA, and no Employee Plan is subject to Title IV of ERISA. Neither Seller nor any of Seller's ERISA Affiliates has incurred any liability under Title IV of ERISA arising in connection with the termination of any plan covered or previously covered by Title IV of ERISA that could become, after the Closing Date, an obligation of Buyer or any of its affiliates. The InaCom Employees Retirement Savings Plan and Trust, the Vanstar Corporation 401(k) Plan, the Office Products of Minnesota Inc. 401(k) Plan, the National Technology G...
Employee Benefits Representations. 30 Section 9.02. Employees and Offers of Employment.............................31 Section 9.03. Seller's Employee Benefit Plans................................32 Section 9.04.
Employee Benefits Representations. Seller and Foster hereby represent and warrant to Buyer that:
(a) Sxxxxx does not maintain, administer or contribute to, nor did Seller at any time in the past maintain, administer or contribute to, any (A) employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")); (B) employee welfare benefit plan (as defined in Section 3(1) of ERISA; or (C) benefit arrangement, including but not limited to a contract, arrangement or policy providing for severance, insurance coverage (including any self- insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits, pension or retirement benefits or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation rights or other forms of incentive compensation or post-retirement insurance, compensation or benefits.
(b) No employee of the Seller will become entitled to any bonus, retirement, severance or similar benefit or enhanced benefit solely as a result of the transactions contemplated hereby.
(c) Except as disclosed in Schedule 9.01 hereto, there are no oral or written agreements or other arrangements with respect to present or former employees or consultants to which Seller is a party, or by which Seller is bound, and the employment of each employee of Seller is at-will.
Employee Benefits Representations. The Company hereby represents and warrants to Parent that:
(a) Each of the Company and its Subsidiaries has performed its obligations under each Employee Retirement Plan and Employee Benefit Plan, and each Employee Retirement Plan and Employee Benefit Plan and each trust or other funding medium, if any, established in connection therewith has at all times been established, maintained and operated in compliance with its terms and the requirements prescribed by Applicable Law, including ERISA and the Code, except for such failures to perform and such failures to operate in compliance with the terms thereof and Applicable Law that could not reasonably be expected to result in a Material Adverse Effect.
(b) Except as set forth on Schedule II.02(b), the Company and the Subsidiaries have complied with the minimum funding requirements of ERISA and Section 412 of the Code with respect to each Employee Retirement Plan and, except for any failure that could not reasonably be expected to result in a Material Adverse Effect, all contributions required to be made under the terms of any Employee Retirement Plan or Employee Benefit Plan as of the date hereof have been timely made.
(c) The Company has furnished to the Parent a copy of all Employee Retirement Plans and Employee Benefit Plans, a true and complete list of which is set forth on Schedule II.02(c). In respect of each Employee Retirement Plan and Employee Benefit Plan, a complete and correct copy of each of the following documents (if applicable) has been made available to Parent: (i) the most recent plan or written agreement thereof, and all amendments thereto and all related trust documents; (ii) the most recent summary plan description, and all related summaries of material modifications thereto; (iii) the two most recent Forms 5500 (including, schedules and attachments); (iv) the most recent Internal Revenue Service (“IRS”) determination letter; (vi) the most recent actuarial report, and (vii) each trust agreement or group annuity contract.
(d) Except as set forth in Schedule II.02(d):
(i) The files and records of the Company and the Subsidiaries accurately reflect in all material respects the employment histories of the employees and former employees of the Company and the Subsidiaries, including their hours of service.
(ii) With respect to each Employee Retirement Plan and Employee Benefit Plan, assets of such plan equal or exceed liabilities.
(iii) The Company and the Subsidiaries have not incurred, and t...
Employee Benefits Representations. Section 10.3. Employees and Offers of Employment........
Employee Benefits Representations. 30 SECTION 9.02. EMPLOYEES AND OFFERS OF EMPLOYMENT..............................................31 SECTION 9.03. SELLER'S EMPLOYEE BENEFIT PLANS.................................................32 SECTION 9.04. BUYER BENEFIT PLANS.............................................................34 SECTION 9.05. INACTIVE EMPLOYEES..............................................................35 SECTION 9.06.
Employee Benefits Representations. Seller hereby represents and warrants to Buyer that:
(a) Section 9.01(a) of the Seller Disclosure Schedule contains a correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each employment, severance or similar contract, plan, arrangement or policy and each other plan or arrangement (written or oral) providing for compensation, bonuses, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangements), health or medical benefits, employee assistance program, disability or sick leave benefits, workers’ compensation, supplemental unemployment benefits, severance benefits and post-employment or retirement benefits (including compensation, pension, health, medical or life insurance benefits) which is maintained, administered or contributed to by Seller or any of its ERISA Affiliates and covers any employee or former employee of the Business, or with respect to which Seller or any of its ERISA Affiliates has any liability. Copies of such plans (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to Buyer together with the most recent annual report (Form 5500 including, if applicable, Schedule B thereto) and Tax Return (Form 990), if applicable, prepared in connection with any such plan or trust. Such plans, agreements and arrangements (without regard to materiality) are referred to collectively herein as the “Employee Plans.”
(b) None of Seller or any of its ERISA Affiliates sponsors, maintains or contributes to, or has in the past sponsored, maintained or contributed to, any Employee Plan subject to Title IV of ERISA.
(c) None of Seller or any ERISA Affiliate of Seller contributes to, or has in the past contributed to, any multiemployer plan, as defined in Section 3(37) of ERISA (a “Multiemployer Plan”).
(d) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter, or has pending or has time remaining in which to file, an application for such determination from the Internal Revenue Service, and Seller is not aware of any reason why any such determination letter should be revoked or not be reissued. Seller has made available to Buyer copies of the most recent Internal Revenue Service determination letters ...
Employee Benefits Representations. 27 3.9 TIMBER TENURES....................................................28 3.10 GENERAL VENDOR REPRESENTATIONS....................................29 3.11 CERTIFICATES......................................................30
Employee Benefits Representations. The Vendor represents and warrants that:
