Employee Contracts, Union Agreements and Benefit Plans. Schedule ------------------------------------------------------- -------- 7.23 sets forth a complete and accurate list and description of all employment, ---- consulting or collective bargaining contracts, deferred compensation, profit- sharing, bonus, option, share purchase or other benefit or compensation commitments, benefit plans, arrangements or plans, including all welfare plans of or pertaining to the present or former employees of each of the Sellers, or any of the Seller's respective predecessors in interest. Except as set forth on Schedule 7.23, each Seller and its respective predecessors in interest have ------------- complied with all of their respective obligations, including the payment of all contributions, the filing of all reports, and the payment or accrual of all expenses for the period between the end of the previous plan year and the Closing Date, with respect to such contracts, commitments, arrangements and plans. The plans have been maintained in compliance with all applicable laws and regulations in all Material respects. The levels of insurance reserves and accrued liabilities with regard to all such plans are reasonable and are sufficient to provide for all incurred but unreported claims and any retroactive premium adjustments.
Employee Contracts, Union Agreements and Benefit Plans. (a) Except as set forth on Schedule 2.17(a), the Company has no Employee Benefit Plans (as hereinafter defined) that cover employees of the Company. Schedule 2.17(a) also sets forth a complete and accurate list of all agreements or arrangements on behalf of any officers, directors or employees of the Company providing for payment or other benefits to such person contingent upon the execution of this Agreement or the consummation of the transactions contemplated by this Agreement, setting forth in reasonable detail, the amount of payments to be made to each such person or the basis on which such amounts shall be computed. Except as described on Schedule 2.17(a), the transactions contemplated by this Agreement will not result in any additional or accelerated payments to, or increase the vested interest of, any current or former officer, employee or director of the Company or their dependents under any Employee Benefit Plan. Pursuant to Section 280G(b)(5)(A)(i) of the Code, the transactions contemplated by this Agreement will not result in any payments to any current or former officer, employee or director of the Company that will be subject to Section 280G of the Code. Except as set forth on Schedule 2.17(a), all of the Employee Benefit Plans that cover employees of the Company are currently in effect. All Employee Benefit Plans that cover employees of the Company and that are welfare plans providing or offering benefits to retirees or are retirement plans intended to be qualified under Section 401(a) of the Code are identified as such on Schedule 2.17(a). Neither the Company nor its ERISA Affiliates maintains, contributes to, or participates in, or has ever maintained, contributed to, or participated in a multiemployer plan within the meaning of ERISA Section 4001(a)(3). To the Shareholders' knowledge, no fact exists that could subject the Purchaser to any liability after the Closing under Title IV of ERISA in connection with an Employee Benefit Plan. "
Employee Contracts, Union Agreements and Benefit Plans. Except as set ------------------------------------------------------ forth on Schedule 2.12 hereto, Practice Group is not a party to any employment ------------- contract (except for oral employment agreements which are terminable by Practice Group at will), consulting or collective bargaining contracts, deferred compensation, pension (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended, and all rules and regulations from time to time promulgated thereunder ("ERISA")), profit sharing, bonus or other nonqualified benefit or compensation commitments, benefit plans, arrangements or plans (whether written or oral), including all welfare plans, as defined in Section 3(l) of ERISA, of or pertaining to any present or former employee of Practice Group, or its predecessors in interest, that have been in effect at any time within the past five (5) years.
Employee Contracts, Union Agreements and Benefit Plans. (a) SCHEDULE 2.12(A) contains a complete and accurate list of the following: (i) all employee benefit plans (the "EMPLOYEE BENEFIT PLANS") (within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) sponsored or administered by ThoughtWare to which ThoughtWare contributes or is required to contribute on behalf of ThoughtWare's current or former employees; (ii) all compensation plans, funds, arrangements and practices (the "COMPENSATION PLANS") sponsored by ThoughtWare for the benefit of its current or former employees, including plans providing for bonuses, incentive compensation, stock options, fringe benefits, and deferred compensation; and (iii) all employment agreements, letter agreements, non-competition agreements, work for hire agreements and other agreements affecting employment of current and former employees of ThoughtWare (the "EMPLOYMENT AGREEMENTS"), consulting or collective bargaining agreements to which ThoughtWare is a party with respect to ThoughtWare's employees, including agreements pertaining to employee leasing, services, non-competition, and other similar matters with current or former employees.
Employee Contracts, Union Agreements and Benefit Plans. (a) Except as set forth on SCHEDULE 2.12(A) hereto, Practice Group is not ---------------- a party to any employment contract (except for oral employment agreements which are terminable by Practice Group at will), consulting or collective bargaining contracts, deferred compensation, pension (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended, and all rules and regulations from time to time promulgated thereunder ("ERISA")), profit sharing, bonus or other nonqualified benefit or compensation commitments, benefit plans, arrangements or plans (whether written or oral), including all welfare plans, as defined in Section 3(l) of ERISA, of or pertaining to any present or former employee of Practice Group, or its predecessors in interest, that have been in effect at any time within the past five (5) years. Each Shareholder of Practice Group agrees that PHC and Surviving Corporation will not be responsible or liable for any pension, profit sharing, retirement, deferred compensation, bonus, incentive, stock purchase, severance, hospitalization, insurance or other plan, agreement, arrangement or understanding relating to such employees or to any accrued benefits thereunder relating to the operation of Practice Group prior to Closing. There are no other accrued benefits held by any employee for which PHC shall be liable, Practice Group having compensated said employees in full for vacation time, sick leave or other compensated absence.
Employee Contracts, Union Agreements and Benefit Plans. (a) Except as set forth on Schedule 4.1.14(a), there are no material Employee Benefit Plans (as hereinafter defined) that cover current or former employees or independent contractors of the Division. Except as described on Schedule 4.1.14(a), the transactions contemplated by this Agreement will not result in any additional or accelerated payments to, or increase the vested interest of, any current or former officer, employee or director of the Division or their dependents under any Employee Benefit Plan. Except as set forth on Schedule 4.1.14(a), all of the Employee Benefit Plans that
Employee Contracts, Union Agreements and Benefit Plans. (a) Schedule 4.13 sets forth a complete and accurate list of all material agreements, arrangements, commitments, policies or understandings of any kind (whether written or oral) which relate to compensation, remuneration or benefits in any way and/or which constitute employment, consulting or collective bargaining contracts, or deferred compensation, pension (as defined in Section 3(2) of ERISA), multiemployer (as defined in Section 3(37)(A) of ERISA), profit sharing, thrift, stock ownership, stock appreciation rights, bonus, stock option, stock purchase or other nonqualified or compensation commitments, benefit plans, arrangements or plans, including all welfare plans, as defined in Section 3(l) of ERISA, of or pertaining to the present or former employees (including retirees) of the Company or any Subsidiary or any predecessors in interest thereto, that are currently in effect or as to which the Company or any Subsidiary has any ongoing liability or obligation whatsoever (all such agreements, arrangements, commitments, policies and understandings shall be referred to collectively as the "Employee Benefit Plans"). Except as set forth on Schedule 4.13, all of the Employee Benefit Plans are currently in effect. All welfare plans providing or offering benefits to retirees, all retirement plans intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") and all multiemployer plans are identified as such on Schedule 4.13.
Employee Contracts, Union Agreements and Benefit Plans. (a) Except as set forth on Schedule 4.1.14(a), Seller has no Employee Benefit Plans (as hereinafter defined) that cover employees of the Business. Schedule 4.1.14(a) also sets forth a complete and accurate list of all agreements or arrangements on behalf of any officers,
Employee Contracts, Union Agreements and Benefit Plans. (a) As used in this Agreement, the term "
Employee Contracts, Union Agreements and Benefit Plans. (a) Except as set forth on Schedule 4.1.14(a), there are no material Employee Benefit Plans (as hereinafter defined) that cover current or former employees or independent contractors of the Division. Except as described on Schedule 4.1.14(a), the transactions contemplated by this Agreement will not result in any additional or accelerated payments to, or increase the vested interest of, any current or former officer, employee or director of the Division or their dependents under any Employee Benefit Plan. Except as set forth on Schedule 4.1.14(a), all of the Employee Benefit Plans that cover current or former employees of the Division are currently in effect. All Employee Benefit Plans that cover current or former employees of the Division and that are welfare plans providing or offering benefits to retirees or are retirement plans intended to be qualified under Section 401(a) of the Code are identified as such on Schedule 4.1.14(a). Sellers do not and Sellers' "ERISA Affiliates" (as hereinafter defined) do not maintain, contribute to, or participate in, or have within the past six months contributed to, or participated in a multiemployer plan within the meaning of "ERISA" (as hereinafter defined) Section 4001(a)(3). No fact exists that could subject Purchaser to any liability after the Closing under Title IV of ERISA in connection with an Employee Benefit Plan. "
