Employee Contracts, Union Agreements and Benefit Plans. (a) SCHEDULE 2.12 contains a complete and accurate list of the following: (i) all employee benefit plans (the "EMPLOYEE BENEFIT PLANS") (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) sponsored or administered by Learning-Edge to which Learning-Edge contributes or is required to contribute on behalf of Learning-Edge's current or former employees; (ii) all compensation plans, funds, arrangements and practices (the "COMPENSATION PLANS") sponsored by Learning-Edge 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 (the "EMPLOYMENT AGREEMENTS"), consulting or collective bargaining agreements to which Learning-Edge is a party with respect to Learning-Edge's employees, including agreements pertaining to employee leasing, services, non-competition, and other similar matters with current or former employees.
(b) Except as set forth in Schedule 2.12(b), each Employee Benefit Plan has been administered and maintained in material compliance with all applicable laws, rules and regulations, and all reports required by any governmental agency have been timely filed. No Employee Benefit Plan or Compensation Plan is currently the subject of an audit, investigation, enforcement action or other similar proceeding conducted by any state or federal agency. There is no proceeding, claim (other than routine claims for benefits), lawsuit, or investigation pending or to the knowledge of the officers of Learning-Edge threatened, concerning or involving any Compensation Plan or Employee Benefit Plan or employment agreement. There is no litigation involving, and there are no proceedings before, the U.S. Department of Labor or any other commission or administrative or regulatory authority pending against Learning-Edge or any ERISA affiliate, or against any fiduciary of any Compensation Plan or Employee Benefit Plan, relating to claims for benefits, breaches of duties or relating in any way to the maintenance or operation of such plans; and to the knowledge of the officers of Learning-Edge no such claim exists or has been threatened.
(c) Except as expressly set forth in SCHEDULE 2.12(c) hereto:
(i) The prototype plan sponsor of any Employee Benefit Plan, which is intended by Learning-Edge to satisfy the requirements of Code Section 401(a), has received a favorable...
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.
(b) Surviving Corporation shall employ, as employees at will, all persons (other than physician Shareholders and employees who perform clinical/medical services incident to the services of said physician Shareholders) who are employees of Practice Group on the Closing Date. As of the Closing Date, each Shareholder and Practice Group will use their best efforts to terminate the participation of all such employees employed by Surviving Corporation in all Practice Group employee benefit plans set forth in SCHEDULE 2.12(A), such termination ---------------- to be effected in accordance with and to the extent permitted by the applicable provisions of the Internal Revenue Code of 1986 and ERISA.
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) As used in this Agreement, the term "Employee Benefit Plans" means all material written and enforceable oral agreements, arrangements, commitments or policies of any kind which relate to compensation, remuneration or benefits in any way or which constitute employment, consulting or collective bargaining contracts, or deferred compensation, pension, multi- employer, profit sharing, thrift, retirement, stock ownership, stock appreciation rights, bonus, stock option, stock purchase or other compensation commitments, benefit plans, arrangements or plans, including all welfare plans and all union-sponsored plans, of or pertaining to the present or former employees (including retirees) or directors (or their dependents, spouses or beneficiaries) of any of the Purchased Businesses or any predecessors in interest thereto, that are currently in effect or as to which any of the Purchased Businesses has any ongoing liability or obligation whatsoever.
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) Except as set forth on Schedule 2.12(a) hereto, Target is ---------------- not a party to any employment contract (except for oral employment agreements which are terminable by Target 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 Target, or its predecessors in interest, that have been in effect at any time within the past five (5) years.
(b) Surviving Corporation shall employ, as employees at will, all persons (other than physician Shareholders and employees who perform clinical/medical services incident to the services of said physician Shareholders) who are employees of Target in good standing on the Closing Date.
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.
(b) Except as set forth on Schedule 4.13, (a) the Company and each Subsidiary and their predecessors in interest, have complied in all material respects with all of their respective obligations with respect to all Employee Benefit Plans, including the payment of all contributions required or due to be paid, the satisfaction of all reporting requirements to federal, state and local governments and governmental agencies and to all Employee Benefit Plan participants and beneficiaries, and the payment or accrual of all expenses for all periods, including the period between the end of the previous plan year and the Closing Date, and (b) the Employee Benefit Plans have been maintained in compliance in all material respects with all applicable laws and regulations.
(c) All Employee Benefit Plan and trust instruments, and the most recently available annual reports, actuarial reports and determination letters, relating to the Employee Benefit Plans have been made available to Buyer. Since the date such d...
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 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) 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. "ERISA" means the Employee Retirement Income Security Act of 1974, as amended. "Employee Benefit Plans" means any plans, programs, agreements, arrangements, commitments, policies or understandings of any kind that provide compensation, remuneration or benefits of any kind or description whatsoever (whether current or deferred and whether paid in cash or in kind) in any way, including all employment, consulting or collective bargaining contracts, and 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, severance, stock appreciation rights, bonus, stock option, stock purchase or other nonqualified or compensation commitments, arrangements or plans, including all welfare plans (as defined in Section 3(1) of ERISA), of or pertaining to the present or former officers, directors, independent contractors or employees (including retirees), or their dependents, of Sellers and any ERISA Affiliate or any predecessors in interest thereto, that are currently in effect or as to which any Sellers, or ...
