Employee Plans. Except as provided in Section 4.12, the Assuming Institution shall have no liabilities, obligations or responsibilities under the Failed Bank's health care, bonus, vacation, pension, profit sharing, deferred compensation, 401K or stock purchase plans or similar plans, if any, unless the Receiver and the Assuming Institution agree otherwise subsequent to the date of this Agreement.
Employee Plans. (a) Section 4.18(a) of the Company Disclosure Letter sets forth a complete and accurate list of each material Employee Plan. For purposes of this Agreement, “Employee Plan” means each (i) “employee benefit plan” (as defined in Section 3(3) of ERISA), whether or not subject to ERISA and (ii) other employment, bonus, stock option, stock purchase or other equity-based, benefit, incentive compensation, profit sharing, savings, retirement (including early retirement and supplemental retirement), disability, insurance, vacation, incentive, deferred compensation, supplemental retirement (including termination indemnities and seniority payments), severance, termination, retention, change of control and other similar fringe, welfare or other employee benefit plan, program, agreement, contract, policy or binding arrangement (whether or not in writing) maintained or contributed to for the benefit of or relating to any current or former employee or director of the Company, any of its Subsidiaries or any other trade or business (whether or not incorporated) which would be treated as a single employer with the Company or any of its Subsidiaries under Section 414 of the Code (an “ERISA Affiliate”), or with respect to which the Company or any of its Subsidiaries has any current material Liability. With respect to each Employee Plan, other than an Employee Plan that is maintained in any non-U.S. jurisdiction primarily for the benefit of persons substantially all of whom are non-resident aliens (the “International Employee Plans”), to the extent applicable the Company has made available to Parent complete and accurate copies of (A) the most recent annual report on Form 5500 required to have been filed with the IRS for each Employee Plan, including all schedules thereto; (B) the most recent determination letter, if any, from the IRS for any Employee Plan that is intended to qualify under Section 401(a) of the Code; (C) the current plan documents and summary plan descriptions, or a written description of the terms of any material Employee Plan that is not in writing; (D) any related trust agreements, insurance contracts, insurance policies or other documents of any funding arrangements; and (E) any notices to or from the IRS or any office or representative of the DOL or any similar Governmental Authority relating to any compliance issues in respect of any such Employee Plan. With respect to each material International Employee Plan, to the extent applicable, the Company has m...
Employee Plans. Schedule 5.19 attached hereto sets forth complete and accurate lists of all employee benefit plans, all employee welfare benefit plans, all employee pension benefit plans, all multi-employer plans and all multi-employer welfare arrangements (as defined in Sections 3(3), (1), (2), (37) and (40), respectively, of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), which are currently maintained and/or sponsored by the COMPANY (or any of the COMPANY's Subsidiaries), or to which any COMPANY (or any of the COMPANY's Subsidiaries) currently contributes, or has an obligation to contribute in the future (including, without limitation, benefit plans or arrangements that are not subject to ERISA, such as employment agreements and any other agreements containing "golden parachute" provisions and deferred compensation agreements), together with a classification of employees covered thereby (collectively, the "Plans"). Schedule 5.19 sets forth all of the Plans that have been terminated within the past six years. The COMPANY has heretofore delivered to URSI correct and complete copies of each of the following:
(i) Each Plan and all amendments thereto; the trust agreement and/or insurance contracts, if any, forming a part of such Plan and all amendments thereto; and the resolutions and agreements, if any by which the COMPANY (or any of the COMPANY's Subsidiaries) adopted such Plan.
(ii) All written, and descriptions of all oral, employment, termination, and severance agreements, contracts, arrangements and understandings listed in Schedule 5.19.
(iii) Sample benefit distribution forms that pertain to all Plans that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code.
(iv) The most recent actuarial report and the most recent executed Form PBGC-1 with respect to each Plan that is a defined benefit pension plan as defined in Section 414(j) of the Code (a "Defined Benefit Plan").
(v) Forms 5500 or, as applicable Forms 5500-C/R, filed with respect to the three most recent plan years of each Plan, and all schedules thereto.
(vi) The most recent determination letter issued by the Internal Revenue Service regarding the qualified status of each Qualified Plan.
(vii) The most recent accountant's report, if any, with respect to each Plan.
(viii) The most recent summary plan description, and any subsequent summaries of material modifications, with respect to each Plan.
(ix) The bond required by Section 412 of ERISA, if any.
(x) Al...
Employee Plans. (a) Section 3.12(a) of the Contributor Disclosure Schedule sets forth a true and complete list of each Company Benefit Plan.
(b) The Company has previously provided to Local Insight true and complete copies of: (i) each written Company Benefit Plan; (ii) the actuarial report for each Company Benefit Plan (if applicable) for each of the last three years; (iii) the most recent determination letter from the IRS (if applicable) for each Company Benefit Plan; (iv) the current summary plan description of each Company Benefit Plan that is subject to ERISA; (v) a copy of the description of each Company Benefit Plan not subject to ERISA that is currently provided to participants in such plan; (vi) a summary of the material terms of each unwritten Company Benefit Plan; and (vii) the annual report for each Company Benefit Plan (if applicable) for each of the last three years.
(i) Except as set forth on the Contributor Disclosure Schedule, each Company Benefit Plan has been maintained, funded and administered in compliance in all material respects with its terms and applicable Law, including ERISA and the Code; (ii) each Company Benefit Plan intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS, and there are no circumstances that would reasonably be expected to adversely affect the qualified status of any such Company Benefit Plan, and each such Company Benefit Plan has been timely amended for the legislation commonly known as “GUST” and “EGTRRA” and has been submitted to the IRS for a determination letter on the GUST legislation within the applicable remedial amendment period; (iii) none of the Company, any Company Subsidiary, or any other Company ERISA Affiliate maintains, sponsors, contributes to, or has any current or potential liability or obligation under (or with respect to) (A) any “defined benefit plan” (as defined in Section 3(35) of ERISA), (B) any “multiemployer plan” (as defined in Section 3(37) of ERISA), (C) any benefit plan, program, agreement, or arrangement that provides for post-retirement or post-termination medical, life insurance or other welfare-type benefits other than as described in Section 3.12(d) of the Contributor Disclosure Schedule, (D) any “multiple employer welfare arrangement” as defined in Section 3(40) of ERISA, or (E) “multiple employer plan” within the meaning of Section 210 of ERISA or Section 413(c) of the Code; (iv) no liability under Title IV of ...
Employee Plans. Each Employee Plan is in compliance in all material respects with, and has been administered in compliance with, the applicable provisions of ERISA, the Code, and any other applicable law. No Employee Plan is subject to the “at-risk” requirements in section 303 of ERISA and section 430 of the Code. Except where the occurrence or existence, individually or in the aggregate, is not a Material Adverse Event or, in any event, likely to result in a Lien on the assets of any Company or the Companies securing liability of any Company or the Companies (individually or when aggregated with any liability of the Companies contemplated elsewhere in this Section and in Section 8.8 and Section 8.9 herein that is reasonably likely to be secured by Liens) in excess of the Threshold Amount, (a) no Employee Plan or Multiemployer Plan, as applicable, has any “unpaid minimum required contribution” (as described in section 4971(c)(4) of the Code), whether or not waived, or any “accumulated funding deficiency” (as defined in section 302 of ERISA or section 412 of the Code), (b) no Company nor any ERISA Affiliate has incurred liability under ERISA to the PBGC in connection with any Employee Plan (other than required insurance premiums, all of which have been paid), (c) no Company nor any ERISA Affiliate has withdrawn in whole or in part from participation in a Multiemployer Plan, (d) no Company nor any ERISA Affiliate, nor any Multiemployer Plan to which any Company or any ERISA Affiliate contributes to or has contributed to, has received notice concerning the determination that the Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, (e) no Company nor any ERISA Affiliate has engaged in any “prohibited transaction” (as defined in section 406 of ERISA or section 4975 of the Code), and (f) no “reportable event” (as defined in section 4043 of ERISA) has occurred with respect to an Employee Plan, excluding events for which the notice requirement is waived under applicable PBGC regulations.
Employee Plans. Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, pension, incentive or otherwise contributed to, or required to be contributed to, by the Corporation for the benefit of any current or former officer, director, employee or consultant of the Corporation has been maintained in material compliance with the terms thereof and with the requirements prescribed by any and all statutes, orders, rules, policies and regulations that are applicable to any such plan.
Employee Plans. (a) The Company and each of its Subsidiaries has complied with and performed all contractual obligations and all obligations under applicable federal, state and local laws, rules and regulations (domestic and foreign) required to be performed by it under or with respect to any of the Company Benefit Plans (as hereinafter defined) or any related trust agreement or insurance contract, other than where the failure to so comply or perform does not have, nor is reasonably likely to have, a Material Adverse Effect on the Company. All contributions and other payments required to be made by the Company or any of its Subsidiaries to any Company Benefit Plan or Multiemployer Plan (as hereinafter defined) prior to the date hereof have been made, other than where the failure to so contribute or make payments will not have, nor is reasonably likely to have, a Material Adverse Effect on the Company, and all material accruals required to be made with respect to any Company Benefit Plan or Multiemployer Plan have been made. There is no claim, dispute, grievance, charge, complaint, restraining or injunctive order, litigation or proceeding pending, or, to the knowledge of the Company, threatened (other than routine claims for benefits) against or relating to any Company Benefit Plan or against the assets of any Company Benefit Plan, which is reasonably likely to have a Material Adverse Effect on the Company. The Company and each of its Subsidiaries has not made any promises or commitments to employees or specifically to any employee regarding any future increase of benefit levels (or future creations of new benefits) with respect to any Company Benefit Plan beyond those reflected in the Company Benefit Plans, which benefit increases or creations, either individually or in the aggregate, will have or are reasonably likely to have, a Material Adverse Effect on the Company. The Company and each of its Subsidiaries does not presently sponsor, maintain, contribute to, nor is the Company required to contribute to, nor has the Company or any of its Subsidiaries ever sponsored, maintained, contributed to, or been required to contribute to, any employee pension benefit plan within the meaning of section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any multiemployer plan within the meaning of section 3(37) or 4001(a)(3) of ERISA, other than those plans set forth in the Company Disclosure Letter.
(b) Except as set forth in the Company Disclosur...
Employee Plans. The Stockholders have delivered to TCI an accurate schedule (Schedule 5.19) (the "Benefit Plans Schedule") showing all employee benefit plans of the Company, including all employment agreements and other agreements or arrangements containing "golden parachute" or other similar provisions, and deferred compensation agreements, together with true, complete and correct copies of such plans, agreements and any trusts related thereto, and classifications of employees covered thereby as of the Balance Sheet Date. Except for the employee benefit plans, if any, described on the Benefit Plans Schedule, the Company does not sponsor, maintain or contribute to any plan, program, fund or arrangement that constitutes an "employee pension benefit plan", and the Company has no obligation to contribute to or accrue or pay any benefits under any deferred compensation or retirement funding arrangement on behalf of any employee or employees (such as, for example, and without limitation, any individual retirement account or annuity, any "excess benefit plan" (within the meaning of Section 3(36) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or any non-qualified deferred compensation arrangement). For the purposes of this Agreement, the term "employee pension benefit plan" shall have the same meaning as is given that term in Section 3(2)
Employee Plans. (i) Disclosed in the Vitran Disclosure Letter are all material written employee benefit, welfare, supplemental unemployment benefit, bonus, pension, profit sharing, tax equalization, executive compensation, current or deferred compensation, incentive compensation, stock compensation, stock purchase, stock option, stock appreciation, phantom stock option, savings, severance or termination pay, retirement, supplementary retirement, hospitalization insurance, salary continuation, legal, health or other medical, dental, life, disability or other insurance (whether insured or self-insured) plan, program, agreement or arrangement, including any such plans which are sponsored or maintained by any Governmental Entity sponsored, maintained or contributed to or required to be contributed to by Vitran or any of the Vitran Subsidiaries for the benefit of its Employees or former Employees and their dependents or beneficiaries to which Vitran or any of the Vitran Subsidiaries participates or has any actual or potential liability or obligations, other than plans established pursuant to statute (collectively the “Employee Plans”).
(ii) Vitran has made available to Purchaser copies of all Employee Plans and all booklets and manuals prepared for, and circulated to, the Employees and their beneficiaries concerning each Employee Plan, together with copies of all written communications of a general nature provided to such Employees and their beneficiaries, describing the benefits provided under each such Employee Plan referred to therein.
(iii) All of the Employee Plans have, in all material respects, been established, registered, qualified, funded, invested and administered in accordance with, and are in good standing under, all Laws, the terms of such Employee Plans and with all understandings, written or oral, between Vitran, the Vitran Subsidiaries and the Employees or former Employees.
(iv) No material amendments have been made to any Employee Plan and no improvements to any Employee Plan have been promised and no amendments or improvements to any Employee Plan will be made or promised by Vitran or any of the Vitran Subsidiaries prior to the Effective Date.
(v) No changes have occurred to the Employee Plans or are expected to occur which would materially affect the actuarial reports or any of the financial information relevant to Vitran or the Vitran Subsidiaries.
(vi) None of the Employee Plans provides post-retirement benefits to or in respect of the Employees or any fo...
Employee Plans. Employee Plans" shall mean all Benefit Arrangements, Multiemployer Plans, Pension Plans and Welfare Plans.
