Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vesting, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (OneWater Marine Inc.), Agreement and Plan of Merger (Ocean Bio Chem Inc)
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the each Company Employee Plans Plan that are is intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not covered by a prototype plan, have received timely favorable determination letters or opinion letter from the IRS and and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company Company, as of the date hereof, no circumstance exists that is likely to result in the loss revocation of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made in all contributions, benefits, premiums, material respects all contributions and other material payments required by and due to be made to or under the terms of each Company Employee Plan and applicable Law and accounting principles, and Plan; (iv) all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (v) as of the date hereof, exceptthere are no material Legal Actions pending, in each case described by this Section 3.12(c)(iii)or, that would not result in a material liability to Parent, the Knowledge of the Company, or threatened with respect to any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vesting, each Company Employee Plan can be amended(in each case, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunderroutine claims for benefits); and (vvi) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates Subsidiaries has engaged in a transaction that could subject the Company or any Company ERISA Affiliate Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Real Goods Solar, Inc.), Agreement and Plan of Merger (Real Goods Solar, Inc.)
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); (vii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA ERISA; and (viii) all non-US Company Employee Plans that would represent a material liability are intended to Parentbe funded or book-reserved are funded or book-reserved, the Companyas appropriate, or any of its Subsidiaries after the Effective Timebased on reasonable actuarial assumptions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Panbela Therapeutics, Inc.), Agreement and Plan of Merger (Panbela Therapeutics, Inc.)
Employee Plan Compliance. (i) Each Company Employee Plan (other than any multi-employer plans within the meaning of Section 3(37) of ERISA (each a “Multi-employer Plan”)) has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code, and each Multi-employer Plan has been established and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and or opinion letter issued to a prototype sponsor and, as of the date hereof, no such determination or opinion letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principlesLaw, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, Company or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vii) neither the Company nor any of its Company ERISA Affiliates Subsidiaries has engaged in a transaction that could subject the Company or any Company ERISA Affiliate Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MGC DIAGNOSTICS Corp), Agreement and Plan of Merger (MGC Parent LLC)
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination or opinion letters from the IRS and no such determination or opinion letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its SubsidiariesERISA Affiliates, where applicable, have timely made all contributions, benefits, premiums, material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principlesLaw, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, Company or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) there are no Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vvii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/)
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes Taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) as of the date hereof, the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principlesLaw, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) as of the date hereof, there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); (vii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a ERISA; and (viii) each Company Employee Plan is in compliance in all material liability to Parentrespects with the Patient Protection and Affordable Care Act and its companion bxxx, the CompanyHealth Care and Education Reconciliation Act of 2010 (together known as the “ACA”) and the rules and regulations promulgated thereunder, and no federal income Taxes or any of its Subsidiaries after the Effective Timepenalties have been imposed or are due for noncompliance with ACA or for failure to provide minimum coverage to Employees.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.), Agreement and Plan of Merger and Reorganization (Aevi Genomic Medicine, Inc.)
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code, except as which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the extent limited Knowledge of the Company, threatened by applicable Law the IRS, U.S. Department of Labor, Health and for individual agreements that require payment Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (v) there are no material Legal Actions pending, or, to the Knowledge of severance compensation or benefitsthe Company, provision of notice or acceleration of vesting, each threatened with respect to any Company Employee Plan can be amended(in each case, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunderroutine claims for benefits); and (vvii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 2 contracts
Samples: Merger Agreement (Chicken Soup for the Soul Entertainment, Inc.), Merger Agreement (Redbox Entertainment Inc.)
Employee Plan Compliance. (i) Each Company Target Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Target Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the CompanyTarget, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company Target, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company Target and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, material contributions and other material payments required by and due under the terms of each Company Target Employee Plan and applicable Law and accounting principlesLaw, and all benefits accrued under any unfunded Company Target Employee Plan have been paid, accrued, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Target Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to ParentAcquirer, the Company, Target or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Target, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Target Employee Plan; (vi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Target, threatened with respect to any Target Employee Plan (in each case, other than routine claims for benefits); and (vvii) to the Knowledge of the CompanyTarget, neither the Company Target nor any of its Company ERISA Affiliates Subsidiaries has engaged in a transaction that could subject the Company Target or any Company ERISA Affiliate Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vapor Corp.), Agreement and Plan of Merger (Vaporin, Inc.)
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes Taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) as of the date hereof, the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principlesLaw, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) as of the date hereof, there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); (vii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax Tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a ERISA; and (viii) each Company Employee Plan is in compliance in all material liability to Parentrespects with the Patient Protection and Affordable Care Act and its companion xxxx, the CompanyHealth Care and Education Reconciliation Act of 2010 (together known as the “ACA”) and the rules and regulations promulgated thereunder, and no federal income Taxes or any of its Subsidiaries after the Effective Timepenalties have been imposed or are due for noncompliance with ACA or for failure to provide minimum coverage to Employees.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Cerecor Inc.), Agreement and Plan of Merger and Reorganization (Cerecor Inc.)
Employee Plan Compliance. (i) Each The Company and each Affiliate has performed in all material respects all obligations required to be performed by it under each Company Employee Plan, and each Company Employee Plan has been established, administered, established and maintained in all material respects in accordance with its terms and in material compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) all no "prohibited transaction," within the Company Employee Plans that are intended to be qualified under meaning of Section 401(a) 4975 of the Code are so qualified andor Section 406 of ERISA, that is not otherwise exempt, has occurred with respect to any such Company Employee Plan is not a prototype plan, have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the CodePlan; (iii) there are no actions, suits or claims pending, or, to the knowledge of Company, threatened or anticipated (other than routine claims for benefits) against any Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under Employee Plan or against the terms assets of any Company Employee Plan; (iv) each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under (other than any unfunded Company Employee Plan have been paid, accrued, 401(k) or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (ivoption plan) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vesting, each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, the Surviving Corporation or any of its Subsidiaries Affiliates (other than for ordinary administration expenses typically incurred in a termination event and in respect benefits accrued through the effective date of accrued benefits thereundersuch amendment, termination or discontinuance); and (v) to the Knowledge knowledge of the Company, Company there are no inquiries or proceedings pending or threatened by the IRS or DOL with respect to any Company Employee Plan; (vi) neither the Company nor any Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 406(i) of its Company ERISA Affiliates has engaged in a transaction that could subject or Section 4975 through 4980 of the Code; and (vii) all contributions, premiums or other payments due and owing from the Company or its Affiliates with respect to any Company ERISA Affiliate to a tax Employee Plan have been timely paid or penalty imposed by either Section 4975 of adequately provided for on the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeCompany Balance Sheet.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Net Perceptions Inc), Agreement and Plan of Merger (Net Perceptions Inc)
Employee Plan Compliance. (i) Each The Company has performed in all material respects all obligations required to be performed by it under each Employee Plan and each Employee Plan has been established, administered, established and maintained in all material respects in accordance with its terms and in compliance in all material compliance respects with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) all the Company each Employee Plans that are Plan intended to be qualified qualify under Section 401(a) of the Code are so qualified and, and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter with respect to any each such Company Employee Plan is not a prototype plan, have received timely determination letters from the IRS, has timely applied for such a determination or has remaining a period of time under applicable Treasury regulations or IRS and no pronouncements in which to apply for such a determination letter has been revoked nor, and make any amendments necessary to the Knowledge of the Company, has any such revocation been threatened, or with respect to obtain a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Codefavorable determination; (iii) there are no material actions, suits or claims pending, or, to the knowledge of the Company and its Subsidiaries, where applicable, have timely made all contributions, threatened or anticipated (other than routine claims for benefits, premiums, and other payments required by and due under the terms of each Company ) against any Employee Plan and applicable Law and accounting principles, and all benefits accrued under or against the assets of any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimePlan; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vesting, each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time Closing in accordance with its terms, without material liability to Parent, the Company, NEON or any of its Subsidiaries Affiliate (other than ordinary administration expenses and typically incurred in respect of accrued benefits thereundera termination event); and (v) there are no inquiries or proceedings pending or, to the Knowledge knowledge of the Company, threatened by the IRS or DOL with respect to any Employee Plan; and (vi) neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject Affiliate is, to the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 knowledge of the Code Company, subject to any penalty or tax with respect to any Employee Plan under Section 502(i402(i) of ERISA that would represent a material liability to Parent, or Section 4975 through 4980 of the Company, or any of its Subsidiaries after the Effective TimeCode.
Appears in 2 contracts
Samples: Share Acquisition Agreement (New Era of Networks Inc), Share Acquisition Agreement (New Era of Networks Inc)
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vvii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (GameSquare Holdings, Inc.), Agreement and Plan of Merger (FaZe Holdings Inc.)
Employee Plan Compliance. (i) Each Company Employee Plan has been established, funded, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the each Company Employee Plans Plan that are is intended to be qualified under Section 401(a) of the Code are is so qualified and, with respect to any such Company Employee Plan is not a prototype plan, have and has received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to could result in the loss of such qualified status under Section 401(a) of the Code; or the imposition of any material liability, penalty or Tax under ERISA or the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, 38031572.13 and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or other Governmental Entity with respect to any Company Employee Plan; (vi) there are no Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vvii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Apex Global Brands Inc.)
Employee Plan Compliance. (i) Each Company Employee Plan in the United States has been established, administered, established and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code, except for any administrative non-compliance which may be corrected pursuant to the IRS’ Employee Plans Compliance Resolution System, and to the Knowledge of the Company, each Company Employee Plan outside of the United States has been established and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, have received timely determination letters from the IRS and and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have has timely made all contributions, benefits, premiums, material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimePlan; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan (other than a Company Employee Plan constituting a Contract between the Company and a Company Employee) can be amended, terminated, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries Company (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, neither threatened by the Company nor any IRS or the Department of its Company ERISA Affiliates has engaged in a transaction that could subject the Company Labor, or any similar Governmental Entity with respect to any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 Employee Plan; and (vi) as of the Code or Section 502(i) date hereof, there are no material Legal Actions pending, or, to the Knowledge of ERISA that would represent a material liability to Parent, the Company, or threatened (other than routine claims for benefits) against any of its Subsidiaries after the Effective TimeCompany Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ebix Inc), Agreement and Plan of Merger (Adam Inc)
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, past practice of the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, neither threatened by the Company nor any IRS, U.S. Department of its Company ERISA Affiliates has engaged in a transaction that could subject the Company Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company ERISA Affiliate Employee Plan; (vi) there are no material Legal Actions pending, or, to a tax or penalty imposed by either Section 4975 the Knowledge of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or threatened with respect to any of its Subsidiaries after the Effective TimeCompany Employee Plan (in each case, other than routine claims for benefits).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Liquid Media Group Ltd.)
Employee Plan Compliance. (i) Each The Company and the Subsidiary have performed all obligations required to be performed by them under each Company Employee Plan and each Company Employee Plan has been established, administered, established and maintained in all material respects in accordance with its terms and in material compliance with all applicable LawsLaw, including but not limited to ERISA and the Code, except for such violations as could not individually or in the aggregate reasonably be expected to have a Company Material Adverse Effect; (ii) all the each Company Employee Plans that are Plan intended to be qualified qualify under Section 401(a) of the Code are and each trust intended to qualify under Section 501(a) of the Code is so qualified and, with respect to any such Company Employee Plan is not and has either received a prototype plan, have received timely determination letters from the IRS and no such favorable determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS with respect to the prototype plan sponsor, such Company Employee Plan as to the effect that such its qualified retirement plan and the related trust are exempt from federal income taxes status under Sections 401(a) and 501(a), respectively, of the Code, and including all amendments to the Knowledge Code effected by the so called "GUST" and EGTRRA legislation, or has a period of the Company no circumstance exists that is likely time remaining under applicable Treasury regulations or IRS pronouncements in which to result in the loss of apply for and obtain such qualified status under Section 401(a) of the Codea letter; (iii) no non-exempt "prohibited transaction," within the Company and its Subsidiariesmeaning of Section 4975 of the Code or Section 406 of ERISA, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each has occurred with respect to any Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimePlan; (iv) except there are no actions, suits or claims pending, or, to the extent limited by applicable Law and knowledge of the Company, threatened or anticipated (other than routine claims for individual agreements that require payment benefits) against any Company Employee Plan or fiduciary thereto or against the assets of severance compensation or benefits, provision of notice or acceleration of vesting, any Company Employee Plan; (v) each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, the Subsidiary, Parent or any of its Subsidiaries ERISA Affiliates (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged typically incurred in a transaction that could subject the Company or termination event) at any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time.time;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Smith Micro Software Inc)
Employee Plan Compliance. Except as disclosed in Section 3.12(d) of ------------------------ the Company Disclosure Schedule: (i) Each each Company Employee Plan that is an employee benefit plan (as defined in Section 3(3) of ERISA) complies in all material respects with ERISA (ii) each Company Employee Plan has been established, administered, established and maintained in all material respects in accordance with its terms and in material compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) no non-exempt "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA that could result in the imposition of an excise tax under Section 4975 of the Code that would have a Material Adverse Effect, has occurred with respect to any Company and its SubsidiariesEmployee Plan; (iv) there are no actions, where applicablesuits or claims pending, have timely made all contributionsor, to the knowledge of the Company, threatened (other than routine claims for benefits, premiums, and other payments required by and due under ) against any Company Employee Plan or against the terms assets of any Company Employee Plan; (v) each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (ivother than currently outstanding stock options) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vesting, each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, Company or any of its Subsidiaries ERISA Affiliates (other than ordinary administration expenses and typically incurred in respect of accrued benefits thereundera termination event); and (vvi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, neither threatened by the IRS or DOL with respect to any Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Employee Plan; and (vii) all contributions due from Company or any Company ERISA Affiliate (including employee contributions withheld from pay) with respect to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after Company Employee Plans have been timely made as required under ERISA or have been accrued on the Effective TimeCompany Balance Sheet, and all tax returns including annual reports (Form 5500) have been timely filed.
Appears in 1 contract
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, nor has any such revocation been threatened, or with respect to a prototype preapproved plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Merger Sub, the Company, or any of its their respective Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) there are no investigations, audits, inquiries, or Legal Actions pending or threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) there are no material Legal Actions pending, or threatened, to the Knowledge of the Company, with respect to any Company Employee Plan (in each case, other than routine claims for benefits) and there are no facts that would give rise to or could reasonably be expected to give rise to any such Legal Action; and (vii) neither the Company nor any of its Company ERISA Affiliates has engaged in a an act, omission or transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent or a material liability Tax, penalty or assessment imposed pursuant to Parent, Chapter 43 of Subtitle D of the Company, or any of its Subsidiaries after the Effective TimeCode.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Scott's Liquid Gold - Inc.)
Employee Plan Compliance. (i) Each (A) The Company and each Plan Affiliate has performed in all material respects all obligations required to be performed by it under each Company Employee Plan, and each Company Employee Plan has been established, administered, established and maintained in all material respects in accordance with its terms and in material compliance with all applicable Laws, Laws including but not limited to ERISA and the Code; (iiB) all no "prohibited transaction," within the Company Employee Plans that are intended to be qualified under meaning of Section 401(a) 4975 of the Code are so qualified andor Section 406 of ERISA, that is not otherwise exempt, has occurred with respect to any such Company Employee Plan is not a prototype planPlan; (C) there are no actions, have received timely determination letters from the IRS and no such determination letter has been revoked norsuits or claims pending, or, to the Knowledge of the Company, has threatened or anticipated (other than routine claims for benefits) against any such revocation been threatened, Company Employee Plan or with respect to a prototype plan, can rely on an opinion letter from against the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, assets of the Code, and to the Knowledge of the any Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the CodeEmployee Plan; (iiiD) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under (other than any unfunded Company Employee Plan have been paid, accrued, 401(k) or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (ivoption plan) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vesting, each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, the Surviving Entity or any of its Subsidiaries Plan Affiliates (other than for ordinary administration expenses typically incurred in a termination event and in respect benefits accrued through the effective date of accrued benefits thereundersuch amendment, termination or discontinuance); and (vE) to the Knowledge of the CompanyCompany there are no inquiries or proceedings pending or threatened by any Governmental Entity, including the IRS or DOL with respect to any Company Employee Plan; (F) neither the Company nor any Plan Affiliate is subject to any material penalty or tax with respect to any Company Employee Plan under Section 406(i) of ERISA or Section 4975 through 4980 of the Code; (G) all contributions, premiums or other payments due and owing from the Company or its Plan Affiliates with respect to any Company ERISA Affiliates has engaged in a transaction Employee Plan have been timely paid or adequately provided for on the Financial Statements; and (H) all obligations of the Company with respect to statutorily required severance payments have been fully satisfied or have been funded by contributions to appropriate insurance funds. With respect to each Company Employee Plan that could subject is funded wholly or partially through an insurance policy, all premiums required to have been paid to date under the insurance policy have been paid, all premiums required to be paid under the insurance policy through the Effective Time will have been paid on or before the Effective Time and, as of the Effective Time, there will be no liability of the Company or any Subsidiary under any insurance policy or ancillary agreement with respect to such insurance policy in the nature of a retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability arising wholly or partially out of events occurring prior to the Effective Time. All Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 Employee Plans outside of the Code United States, if any (the "Foreign Plans"), are in compliance in all material respects with all applicable Laws and have been operated in all material respects in accordance with the Foreign Plans' respective terms. There are no unfunded liabilities under or Section 502(i) in respect of ERISA that would represent a material liability the Foreign Plans, and all contributions or other payments required to Parent, be made to or in respect of the Company, Foreign Plans prior to the Effective Time have been made or any of its Subsidiaries after will be made prior to the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sycamore Networks Inc)
Employee Plan Compliance. (i) Each Company Employee Plan (including any multiemployer plans within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, AQSP or the Company, or any of its Subsidiaries Company (other than ordinary administration expenses Expenses and in respect of accrued benefits 25030699.1412 thereunder); (v) there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) there are no Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vvii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 1 contract
Employee Plan Compliance. Except in each case, as would not, individually or in the aggregate, result in a material liability to the Company: (i) Each the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to, each Company Employee Plan, and each Company Employee Plan has been established, administered, established and maintained in all material respects in accordance with its terms and in material compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) all the each Company Employee Plans that are Plan intended to be qualified qualify under Section 401(a) of the Code are has received an opinion or determination letter from the Internal Revenue Service that it is so qualified andor has remaining a period of time to obtain such a letter from the IRS, and no event has occurred since the date of such determination that could reasonably be expected to result in the revocation of, or materially adversely affect, such qualification; (iii) no non-exempt "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, has occurred with respect to any such Company Employee Plan is not a prototype planPlan; (iv) there are no actions, have received timely determination letters from the IRS and no such determination letter has been revoked norsuits or claims pending, or, to the Knowledge knowledge of the Company, has threatened or reasonably anticipated (other than routine claims for benefits) against any such revocation been threatened, Company Employee Plan or with respect to a prototype plan, can rely on an opinion letter from against the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, assets of the Code, and to the Knowledge of the any Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the CodeEmployee Plan; (iiiv) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (ivother than currently outstanding stock options) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vesting, each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, Company or any of its Subsidiaries ERISA Affiliates (other than ordinary administration expenses and typically incurred in respect of accrued benefits thereundera termination event); and (vvi) there are no audits, inquiries or proceedings pending or, to the Knowledge knowledge of the Company, threatened by the IRS or DOL with respect to any Company Employee Plan; (vii) neither the Company nor any of its ERISA Affiliate is subject to any penalty or tax with respect to any Company ERISA Affiliates has engaged in a transaction that could subject the Employee Plan; and (viii) all contributions due from Company or any Company ERISA Affiliate (including employee contributions withheld from pay) with respect to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after Company Employee Plans have been made as required under ERISA or have been accrued on the Effective TimeCompany Balance Sheet, all tax returns including annual reports (Form 5500) have been timely filed.
Appears in 1 contract
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the extent limited Knowledge of the Company, threatened by applicable Law the IRS, U.S. Department of Labor, Health and for individual agreements that require payment Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (v) there are no material Legal Actions pending, or, to the Knowledge of severance compensation or benefitsthe Company, provision of notice or acceleration of vesting, each threatened with respect to any Company Employee Plan can be amended(in each case, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunderroutine claims for benefits); and (vvi) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA ERISA; and (vii) all non-US Company Employee Plans that would represent a material liability are intended to Parentbe funded or book-reserved are funded or book-reserved, the Companyas appropriate, or any of its Subsidiaries after the Effective Timebased on reasonable actuarial assumptions.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Uqm Technologies Inc)
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its SubsidiariesCompany, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, Parent or the Company, or any of its Subsidiaries Company (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); (vii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA ERISA; and (viii) all non-US Company Employee Plans that would represent a material liability are intended to Parentbe funded or book-reserved are funded or book-reserved, the Companyas appropriate, or any of its Subsidiaries after the Effective Timebased on reasonable actuarial assumptions.
Appears in 1 contract
Employee Plan Compliance. (i) Each Except as set forth in Section 3.12(c) of the Company Disclosure Letter, each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, Surviving Corporation or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no investigations, audits, inquiries or enforcement actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) there are no material Legal Actions pending or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vvii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could would reasonably be expected to subject the Company or any Company ERISA Affiliate to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent ERISA. No Company Employee Plan provides benefits to employees or other services providers located in a material liability country other than the United States or is subject to Parent, the Company, or Laws of any of its Subsidiaries after country other than the Effective TimeUnited States.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Houston Wire & Cable CO)
Employee Plan Compliance. (i) Each Company Employee Plan other than any Oasis Plan (and any related trust or funding vehicle) and, to the Knowledge of the Company, each Oasis Plan, has been established, administered, and maintained in all material respects in accordance with its terms and in material substantial compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company and its Subsidiaries, where applicable, have timely made all material contributions and other payments required by and due under the terms of each Company Employee Plans Plan and applicable Law, and all material benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved by the Company and its Subsidiaries to the extent required by, and in accordance with, GAAP; (iii) there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan other than any Oasis Plan nor, to the Knowledge of the Company, with respect to any Oasis Plan; (iv) there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan other than any Oasis Plan nor to the Knowledge of the Company, with respect to any Oasis Plan (in each case, other than routine claims for benefits); and (v) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has engaged in a transaction that are could subject the Company or any Subsidiary to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA. To the Knowledge of the Company, each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code are is so qualified and, with respect to any such Company Employee Plan is not and has received a prototype plan, have received timely determination letters or opinion letter from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, no such determination or opinion letter has been revoked nor has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vesting, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time.
Appears in 1 contract
Employee Plan Compliance. Except as would not reasonably be expected to result in, individually or in the aggregate, a Company Material Adverse Effect, (i) Each each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) the Company and its Subsidiaries, where applicable, have timely made all contributions and other payments required by and due under the terms of each Company Employee Plan and applicable Law, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP; (iii) there are no audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (iv) there are no Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (v) to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has engaged in a transaction that could subject the Company or any Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA. To the Knowledge of the Company, all of the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vesting, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc)
Employee Plan Compliance. (i) Each Company Employee Plan has been establishedestablished and maintained, administeredfunded and administered in all material respects in accordance with its terms and in material compliance with applicable Laws, including ERISA and the Code, except for any administrative non-compliance which may be corrected pursuant to the IRS’ Employee Plans Compliance Resolution System, and to the Knowledge of the Company, each Company Employee Plan outside of the United States has been established and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, have received timely favorable determination or opinion letters from the IRS and and, as of the date hereof, no such determination or opinion letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect and nothing has occurred that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is would be reasonably likely to result in adversely affect the loss of such qualified status under Section 401(a) of the Codeany such Company Employee Plan; (iii) the Company and its Subsidiarieseach Company Subsidiary, where applicable, have timely made all contributions, benefits, premiums, material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law all contributions and accounting principles, and all benefits accrued under payments relating to any unfunded Company Employee Plan for any time period ending prior to or on the Closing that have not been made have been paid, properly accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan (other than a Company Employee Plan constituting a Contract between the Company or a Company Subsidiary and a Company Employee) can be amended, terminated, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, Company or any of its Subsidiaries Company Subsidiary (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) there are no material audits, investigations, inquiries or Legal Actions pending or, to the Knowledge of the Company, neither threatened by the Company nor any IRS or the Department of its Company ERISA Affiliates has engaged in a transaction that could subject the Company Labor, or any similar Authority with respect to any Company ERISA Affiliate Employee Plan; and (vi) there are no Legal Actions pending, or, to a tax or penalty imposed by either Section 4975 the Knowledge of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, threatened (other than routine claims for benefits) against or relating to any of its Subsidiaries after the Effective TimeCompany Employee Plan.
Appears in 1 contract
Employee Plan Compliance. Except as set forth on Schedule 2.23(d), (i) Each the Company has performed in all material respects all obligations required to be performed by it under each Company Employee Plan, and each Company Employee Plan has been established, administered, established and maintained in all material materials respects in accordance with its terms and in material compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) all no "prohibited transaction," within the Company Employee Plans that are intended to be qualified under meaning of Section 401(a) 4975 of the Code are so qualified andor Section 406 of ERISA, has occurred with respect to any such Company Employee Plan is not a prototype plan, have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the CodePlan; (iii) there are no actions, suits or claims pending, or, to the Company and its Subsidiariesbest of the Company's knowledge, where applicable, have timely made all contributions, threatened or anticipated (other than routine claims for benefits, premiums, and other payments required by and due under the terms of each ) against any Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under or against the assets of any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimePlan; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vesting, each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, Parent or any of its Subsidiaries Affiliates (other than ordinary administration expenses and typically incurred in a termination event); (v) there are no inquiries or proceedings pending or, to the best of the Company's knowledge, threatened by the IRS or DOL with respect to any Company Employee Plan; (vi) the Company is not subject to any penalty or tax with respect to any Company Employee Plan under Section 402(i) of accrued benefits thereunder)ERISA or Section 4975 through 4980 of the Code; and (vvii) all contributions, including any top heavy contributions, required to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject be made by the Company or any ERISA affiliate to any Company ERISA Affiliate to a tax Employee Plan have been made or penalty imposed by either Section 4975 of shall be made on or before the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeClosing Date.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Storage Computer Corp)
Employee Plan Compliance. (i) Each Company has performed in all material respects all obligations required to be performed by it under, is not in material default or violation of, and has no knowledge of any material default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established, administered, established and maintained in all material respects in accordance with its terms and in material compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) all the each Company Employee Plans that are Plan intended to be qualified qualify under Section 401(a) of the Code are so and each related trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified andstatus under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Company Employee Plan; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any such Company Employee Plan is not a prototype planPlan; (iv) there are no actions, have received timely determination letters from the IRS and no such determination letter has been revoked norsuits or, to the Knowledge knowledge of the Company, has claims pending or threatened (other than routine claims for benefits) against any such revocation been threatened, Company Employee Plan or with respect to a prototype plan, can rely on an opinion letter from against the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, assets of the Code, and to the Knowledge of the any Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the CodeEmployee Plan; (iiiv) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under (other than any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (ivstock option plan) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vesting, each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time in accordance with its termsTime, without material liability to Parent, the Company, Company or any of its Subsidiaries Affiliates (other than benefits accrued to date and ordinary administration expenses and in expenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of Company, threatened by the IRS or DOL with respect of accrued benefits thereunder)to any Company Employee Plan; and (vvii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could Affiliate is subject the Company to any penalty or tax with respect to any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Employee Plan under Section 502(i) of ERISA that would represent a material liability to Parent, or Sections 4975 through 4980 of the Company, or any of its Subsidiaries after the Effective TimeCode.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Clearone Communications Inc)
Employee Plan Compliance. Except as set forth in Section 3.12(d) of the Company Disclosure Letter, (i) Each each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, have received timely determination letters from the IRS and and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principlesLaw, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parentthe Forsyth Parties, the Company, Company or any of its their Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there is no material audit, inquiry or Legal Action pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) as of the date hereof, there is no material Legal Action pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vvii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates Subsidiaries has engaged in a transaction that could subject the Company or any Company ERISA Affiliate Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Baldwin Technology Co Inc)
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, maintained and maintained operated in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the each Company Employee Plans Plan that are is intended to be qualified under Section 401(a) of the Code are is so qualified and, with respect to any such Company Employee Plan is not a prototype plan, have and has received timely a determination letters letter from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) in the last six years, there have been no investigations, audits, inquiries, enforcement actions, or Legal Actions, and there are currently no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) in the last six years, there have been no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vvii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has in the past six years engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vidler Water Resources, Inc.)
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have has timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, Parent or the Company, or any of its Subsidiaries Company (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vvii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Baler Corp)
Employee Plan Compliance. Except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) Each each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vvii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 1 contract
Employee Plan Compliance. Except as set forth in Part 3.13(d) of the Disclosure Letter, (i) Each each Acquired Company has performed all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established, administered, established and maintained in all material respects in accordance with its terms and in material compliance with all applicable Lawslaws, sta-tutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) all the each Company Employee Plans that are Plan intended to be qualified qualify under Section 401(a) of the Code are so and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination letter from the IRS with respect to each such Plan as to its qualified andstatus under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable U.S. Treasury regulations or IRS pronouncements in which to apply for such a determination letter and make any amendments necessary to obtain a favorable determination; (iii) no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any such Company Employee Plan is not a prototype planPlan; (iv) there are no Proceedings pending, have received timely determination letters from the IRS and no such determination letter has been revoked noror, to the Knowledge of the Company, has Shareholders or any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the CodeAcquired Companies, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(athreatened or reasonably anticipated (other than routine claims for benefits) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each against any Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under or against the assets of any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimePlan; (ivv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vesting, each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time Closing in accordance with its terms, without material liability to ParentBuyer, the Company, Company or any of its Subsidiaries Affiliates (other than ordinary administration expenses and typically incurred in respect of accrued benefits thereundera termination event); and (vvi) there are no audits, inquiries or Proceedings pending or, to the Knowledge of Shareholders or any of the CompanyAcquired Companies, Threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could Affiliate is subject the Company to any penalty or tax with respect to any Company ERISA Affiliate to a tax or penalty imposed by either Employee Plan under Section 4975 of the Code or Section 502(i402(i) of ERISA that would represent a material liability to Parent, or Sections 4975 through 4980 of the Company, or any of its Subsidiaries after the Effective TimeCode.
Appears in 1 contract
Employee Plan Compliance. Except as set forth in Schedule 4.17(c), (i) Each each Company Employee Plan (other than any multiemployer plans within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered, and maintained in all material respects in accordance with its terms and in compliance in all material compliance respects with applicable LawsLaw, including but not limited to ERISA ERISA, the PPACA, the Code and the Codefederal securities Laws; (ii) all of the Company Employee Plans that are intended to be qualified under Section Sections 401(a) and 501(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, have received timely determination letters from the Internal Revenue Service (“IRS”) with respect to such qualification (or, in the case of a Company Employee Plan maintained pursuant to the adoption of a prototype or volume submitter plan document, there is an opinion or notification letter issued by the National Office of the IRS and to the effect that the plan document is acceptable in form for the establishment of a qualified retirement plan) and, as of the date hereof, to the Knowledge of any Acquired Company, no such determination letter has been revoked nornor has any such revocation been threatened in writing, and as of the date hereof, to the Knowledge of the CompanyAcquired Companies, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely would reasonably be expected to result in the loss of such qualified status under Section Sections 401(a) and 501(a) of the Code; (iii) the Company and its SubsidiariesAcquired Companies, where applicable, have timely made all contributions, benefits, premiums, material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principlesLaw, and all material benefits accrued under any unfunded Company Employee Plan have been paid, accrued, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time Closing Date in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries Acquired Companies (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) as of the date hereof, there are no legal actions pending or threatened in writing with respect to the Knowledge of Company Employee Plans (in each case, other than routine claims for benefits); and (vi) the Company, neither the Company nor any of its Company ERISA Affiliates has Acquired Companies have not engaged in a transaction under Section 406 of ERISA or Section 4975 of the Code that could would subject the Company Acquired Companies or any Company ERISA Affiliate to a tax material Tax or material penalty imposed by either Section 4975 of the Code or Section Sections 502(a)(2) or 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 1 contract
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principlesLaw, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vvii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 1 contract
Employee Plan Compliance. (i) Each The Company and each ERISA Affiliate has performed all material obligations required to be performed by it under each Company Employee Plan, and each Company Employee Plan has been established, administered, established and maintained in all material respects in accordance with its terms and in material compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) all no “prohibited transaction,” within the Company Employee Plans that are intended to be qualified under meaning of Section 401(a) 4975 of the Code are so qualified andor Section 406 of ERISA, has occurred with respect to any such Company Employee Plan is not a prototype plan, have received timely determination letters from the IRS and no such determination letter has been revoked nor, that would result in material liability to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) there are no actions, suits or claims pending, or, to the Company and its SubsidiariesCompany’s Knowledge, where applicable, have timely made all contributions, threatened or anticipated (other than routine claims for benefits, premiums, and other payments required by and due under the terms of each ) against any Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under or against the assets of any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vesting, each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time Closing in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries ERISA Affiliates (other than for ordinary administration expenses typically incurred in a termination event and in respect benefits accrued through the effective date of accrued benefits thereundersuch amendment, termination or discontinuance); and (v) there are no inquiries or proceedings pending or, to the Knowledge of Company’s Knowledge, threatened by the Company, neither IRS or DOL with respect to any Company Employee Plan; (vi) the Company nor is not subject to any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company penalty or tax with respect to any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Employee Plan under Section 502(i) of ERISA that would represent a material liability or Section 4975 through 4980 of the Code; and (vii) all contributions, premiums or other payments due and owing from the Company or its ERISA Affiliates with respect to Parent, any Company Employee Plan have been timely paid or adequately provided for on the Company, or any of its Subsidiaries after the Effective TimeInterim Balance Sheet.
Appears in 1 contract
Samples: Purchase Agreement (Banks.com, Inc.)
Employee Plan Compliance. (i) Each Company MMPI and MMPI Sub have performed in all material respects the obligations required to be performed by them under the MMPI Employee Plans and each such Plan and MMPI Sub Employee Agreement has been established, administered, established and maintained in all material respects in accordance with its terms and in material compliance with all applicable Lawslaws, including including, but not limited to to, ERISA and the Code; (ii) all the Company each MMPI Employee Plans that are Plan intended to be qualified qualify under Section 401(a) 401 of the Code are is so qualified and, with respect to any such Company Employee Plan is not and a prototype plan, have received timely determination letters from the IRS and no such favorable determination letter has been revoked nor, to issued by the Knowledge of the Company, has any such revocation been threatened, or Internal Revenue Service with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that each such qualified retirement plan MMPI Employee Plan and the related trust there are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is circumstances likely to result in the loss revocation of such qualified status under Section 401(a) of the Codedetermination letter; (iii) the Company and its Subsidiariesthere are no actions, where applicable, have timely made all contributions, suits or claims pending (other than routine claims for benefits, premiums, and other payments required by and due under the terms of each Company ) against any MMPI Employee Plan and applicable Law and accounting principles, and all benefits accrued under or against the assets of any unfunded Company MMPI Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimePlan; (iv) except to no reportable event, within the extent limited by applicable Law and for individual agreements that require payment meaning of severance compensation or benefits, provision Section 4043 of notice or acceleration of vesting, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries ERISA (other than ordinary administration expenses with respect to which the 30-day notice requirement has been waived), and no event described in Section 4062 or 4063 of ERISA, has occurred with respect of accrued benefits thereunder)to any MMPI Employee Plan with respect to which there could be any material liability; and (v) to the Knowledge of the Companyneither MMPI, neither the Company MMPI Sub nor any of its Company ERISA Affiliates Affiliate has engaged in a transaction that with respect to an MMPI Employee Plan which, assuming the taxable period of such transaction expires as of the date hereof, could subject the Company or any Company ERISA Affiliate such entity to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 1 contract
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code, and to the Company’s Knowledge, no event has occurred which will cause any Company Employee Plan to fail to comply with such requirements and no written notice has been issued by any Governmental Entity questioning or challenging such compliance; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, PBGC, or any similar Governmental Entity with respect to any Company Employee Plan or any trust which serves as a funding medium for such Company Employee Plan; (vi) there are no Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan or the assets thereof (in each case, other than routine claims for benefits) and to the Knowledge of the Company no facts or circumstances exist that would reasonably be expected to give rise to any such Legal Action; (vii) neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA; and (viii) all non-US Company Employee Plans that are intended to be funded or book-reserved are funded or book-reserved, as appropriate, based on reasonable actuarial assumptions; (ix) except as set for in Schedule 3.12(c)(ix) of the Company Disclosure Schedule, none of the assets of any Company Employee Plan are invested in employer securities or employer real property; (x) there have been no acts or omissions by the Company or any Company ERISA that would represent a material liability Affiliate which have given rise to Parent, or to the Company’s Knowledge may give rise to interest, fines, penalties, taxes or related charges under Section 502 of ERISA or Chapters 43, 47, 68 or 100 of the Code for which the Company or the Company ERISA Affiliates are or may be liable; (xi) neither the Company nor any Company ERISA Affiliate is a nonqualified entity within the meaning of Section 457A of the Code; and (xii) no Company Employee Plan or any other contract, agreement, plan, policy, or arrangement with any employee, officer, director, consultant, or contractor of the Company or its Subsidiaries after provides for a “gross-up” or similar payment in respect of any taxes that may become payable under Sections 409A or 4999 of the Effective TimeCode.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Corning Natural Gas Holding Corp)
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all material contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all material benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) there are no known investigations, known audits, known inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vii) neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 1 contract
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its SubsidiariesCompany, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeIFRS; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to ParentHigh Tide, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vvii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA ERISA; and (viii) all non-US Company Employee Plans that would represent a material liability are intended to Parentbe funded or book-reserved are funded or book-reserved, the Companyas appropriate, or any of its Subsidiaries after the Effective Time.based on reasonable actuarial assumptions. 000-0000-0000/9/AMERICAS 20
Appears in 1 contract
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes Taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) as of the date hereof, the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principlesLaw, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) as of the date hereof, there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, neither threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) as of the date hereof, there are no Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vii) each Company Employee Plan is in compliance in all material respects with the Patient Protection and Affordable Care Act and its companion bill, the Health Care and Education Reconciliation Act of 2010 (together known as the “ACA”) and the rules and regulations promulgated thereunder, and no federal income Taxes or penalties have been imposed or are reasonably expected to be incurred or are due for noncompliance with ACA or for failure to provide minimum coverage to Company Employees. Neither the Company nor any of its Company ERISA Affiliates has engaged in Subsidiaries sponsors or maintains any self-funded employee benefit plan, including any plan to which a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Timestop-loss policy applies.
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Samples: Agreement and Plan of Merger and Reorganization (Avalo Therapeutics, Inc.)
Employee Plan Compliance. Except as set forth in Schedule 4.17(c), (i) Each each Company Employee Plan (other than any multiemployer plans within the meaning of Section 3(37) of ERISA (each a “Multiemployer Plan”)) has been established, administered, and maintained in all material respects in accordance with its terms and in compliance in all material compliance respects with applicable LawsLaw, including but not limited to ERISA ERISA, the PPACA, the Code and the Codefederal securities Laws; (ii) all of the Company Employee Plans that are intended to be qualified under Section Sections 401(a) and 501(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, have received timely determination letters from the Internal Revenue Service (“IRS”) with respect to such qualification (or, in the case of a Company Employee Plan maintained pursuant to the adoption of a prototype or volume submitter plan document, there is an opinion or notification letter issued by the National Office of the IRS and to the effect that the plan document is acceptable in form for the establishment of a qualified retirement plan) and, as of the date hereof, to the Knowledge of any Acquired Entity, no such determination letter has been revoked nornor has any such revocation been threatened in writing, and as of the date hereof, to the Knowledge of the Companyany Acquired Entity, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely would reasonably be expected to result in the loss of such qualified status under Section Sections 401(a) and 501(a) of the Code; (iii) the Company Acquired Entities and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principlesLaw, and all material benefits accrued under any unfunded Company Employee Plan have been paid, accrued, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time Closing Date in accordance with its terms, without material liability to Parent, the Company, Acquired Entities or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) as of the date hereof, there are no legal actions pending or threatened in writing with respect to the Knowledge of Company Employee Plans (in each case, other than routine claims for benefits); and (vi) the Company, neither the Company nor any of its Company ERISA Affiliates has Acquired Entities and Subsidiaries have not engaged in a transaction under Section 406 of ERISA or Section 4975 of the Code that could would subject the Company Acquired Entities, Subsidiaries or any Company ERISA Affiliate to a tax material Tax or material penalty imposed by either Section 4975 of the Code or Section Sections 502(a)(2) or 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
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Employee Plan Compliance. (i) Each Company Employee Plan in the United States has been establishedestablished and maintained in accordance with its terms and in material compliance with applicable Laws, administeredincluding but not limited to, ERISA and the Code, and each Company Employee Plan outside of the United States has been established and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all of the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, have received timely determination letters from the IRS and and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a; (iii) and 501(a), respectively, of the Code, and to the Knowledge of the Company no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) Company, the Company and its SubsidiariesSubsidiaries and Company ERISA Affiliates, where applicable, have timely made all contributions, benefits, premiums, contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principles, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimePlan; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan (other than a Company Employee Plan constituting a Contract between the Company or a Subsidiary thereof and a Company Employee) can be amended, terminated, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, Company or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) as of the date hereof, there are no audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, neither threatened by the Company nor any IRS or the Department of its Company ERISA Affiliates has engaged in a transaction that could subject the Company Labor, or any similar Governmental Entity with respect to any Company ERISA Affiliate Employee Plan; (vi) as of the date hereof, there are no Legal Actions pending, or, to a tax or penalty imposed by either the Knowledge of the Company, threatened (other than routine claims for benefits) against any Company Employee Plan. and (vii) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Section 502(i) 406 of ERISA that would represent ERISA, has occurred or is expected to occur with respect to the Company Employee Plan or its related trust (and the consummation of the transactions contemplated by this Agreement will not directly or indirectly result in such a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time“prohibited transaction”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pioneer Power Solutions, Inc.)
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and or, in the case of a prototype plan, the Company Employee Plan can rely on an opinion letter from the IRS to the prototype plan sponsor that the plan is so qualified and, as of the date hereof, no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company Company, as of the date hereof, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, material contributions and other material payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principlesLaw, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, accrued or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, Parent or the Company, or any of its Subsidiaries Company (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) as of the date hereof, there are no material audits, inquiries or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS or the U.S. Department of Labor, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) as of the date hereof, there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vvii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates Subsidiaries has engaged in a transaction that could subject the Company or any Company ERISA Affiliate Subsidiary to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
Appears in 1 contract
Samples: Tender and Voting Agreement (Computer Software Innovations, Inc.)
Employee Plan Compliance. (i) Each Company Employee Plan has been established, administered, and maintained in all material respects in accordance with its terms and in material compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Company Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and, with respect to any such Company Employee Plan is not a prototype plan, and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of the Company, has any such revocation been threatened, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of the Company Company, no circumstance exists that is likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) the Company and its Subsidiaries, where applicable, have timely made all contributions, benefits, premiums, and other payments required by and due under the terms of each Company Employee Plan and applicable Law and accounting principlesLaw, and all benefits accrued under any unfunded Company Employee Plan have been paid, accrued, or otherwise adequately reserved to the extent required by, and in accordance with GAAP, except, in each case described by this Section 3.12(c)(iii), that would not result in a material liability to Parent, the Company, or any of its Subsidiaries after the Effective Time; (iv) except to the extent limited by applicable Law and for individual agreements that require payment of severance compensation or benefits, provision of notice or acceleration of vestingLaw, each Company Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); (v) there are no investigations, audits, inquiries, enforcement actions, or Legal Actions pending or, to the Knowledge of the Company, threatened by the IRS, U.S. Department of Labor, Health and Human Services, Equal Employment Opportunity Commission, or any similar Governmental Entity with respect to any Company Employee Plan; (vi) there are no material Legal Actions pending, or, to the Knowledge of the Company, threatened with respect to any Company Employee Plan (in each case, other than routine claims for benefits); and (vvii) to the Knowledge of the Company, neither the Company nor any of its Company ERISA Affiliates has engaged in a transaction that could subject the Company or any Company ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA that would represent a material liability to Parent, the Company, or any of its Subsidiaries after the Effective TimeERISA.
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