Employee Plans and Arrangements. As soon as practicable after the execution of this Agreement, the Company and Parent shall confer and work together in good faith to agree upon mutually acceptable employee benefit and compensation arrangements (and amend or terminate Company employee plans immediately prior to the Effective Time, if appropriate). Parent shall use commercially reasonable efforts to ensure that continuous employment with the Company or its Subsidiaries shall be credited to Company employees who become Parent employees or become Continuing Employees for all purposes of eligibility and vesting of benefits but not for purposes of accrual of benefits. Parent shall take commercially reasonable steps to (a) cause to be waived all limitations as to preexisting condition limitations, exclusions and waiting periods with respect to participation and coverage requirements applicable to the employees of the Company and its Subsidiaries under any welfare benefit plans that such employees are eligible to participate in after the Effective Time, other than limitations, exclusions or waiting periods that are already in effect with respect to such employees and that have not been satisfied as of the Effective Time under any welfare benefit plan maintained for such employees immediately prior to the Effective Time and (b) provide each employee of the Company and its Subsidiaries with credit for any co-payments and deductibles paid during the plan year commencing immediately prior to the Effective Time in satisfying any applicable deductible or out-of-pocket requirements under any welfare plans that such employees are eligible to participate in after the Effective Time for such plan year. For purposes of this Section 5.19, "Continuing Employee" means any employee of the Company who continues as an employee of the Surviving Corporation or Parent after the Effective Time.
Employee Plans and Arrangements. (a) Neither Company nor any Related Party sponsors, maintains, administers, contributes to or has or could reasonably be expected to have any Liability with respect to any ERISA Benefit Plan other than an ERISA Benefit Plan specifically listed on Schedule 4.25(a) (a "Company ERISA Benefit Plan"). No Company ERISA Benefit Plan is subject to Code Section 412 or Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA. Neither Company nor any Related Party has or could reasonably be expected to have any Liability to any Person in connection with any "voluntary employees' beneficiary association" within the meaning of Code Section 501(c)(9), "welfare benefit fund" within the meaning of Code Section 419, "qualified asset account" within the meaning of Code Section 419A or "multiple employer welfare arrangement" within the meaning of ERISA Section 3(40).
Employee Plans and Arrangements. (a) Neither Company nor any Related Party (i.e., any entity which is considered a single employer with Company under applicable law) sponsors, maintains, administers, contributes to or has or could reasonably be expected to have any Liability with respect to any ERISA benefit plan other than an ERISA benefit plan specifically listed on Schedule 4.25(a) (a “Company ERISA Benefit Plan”). No Company ERISA Benefit Plan is subject to Code Section 412 or Part 3 of Subtitle B of Title I of ERISA or Title IV of ERISA. Neither Company nor any Related Party has or could reasonably be expected to have any liability to any person in connection with any “voluntary employees’ beneficiary association” within the meaning of Code Section 501(c)(9), “welfare benefit fund” within the meaning of Code Section 419, “qualified asset account” within the meaning of Code Section 419A or “multiple employer welfare arrangement” within the meaning of ERISA Section 3(40). As used herein, “Code” means the Internal Revenue Code of 1986, as amended, and “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.
Employee Plans and Arrangements. 26 4.26 Employees.....................................................29 4.27
Employee Plans and Arrangements. (a) Schedule 4.13 lists each "employee pension benefit plan" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (hereinafter a "Pension Plan") and "employee welfare benefit plan" (as defined in Section 3(1) of ERISA, hereinafter a "Welfare Plan"), in each case maintained or contributed to, or required to be maintained or contributed to, by the Company, any of its Subsidiaries or any other person that, together with the Company, is treated as a single employer under Section 4.14(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended (the "Code") (each a "Commonly Controlled Entity") for the benefit of any present or former employees of the Company or any of its Subsidiaries. The Company has never maintained, or incurred any liability whatsoever, with respect to a multiemployer plan (as defined in Section 4001(a)(3) of ERISA). The Company has made available to Purchaser true, complete and correct copies of (i) each Pension Plan and Welfare Plan (collectively, the "Benefit Plans"), (ii) the most recent annual report on Form 5500 as filed with the Internal Revenue Service with respect to each applicable Benefit Plan, (iii) the most recent summary plan description (or similar document) with respect to each applicable Benefit Plan (iv) the most recent actuarial report or valuation with respect to each plan that is a "defined benefit pension plan" (as defined in Section 3(35) of ERISA), and (v) each trust agreement relating to any Benefit Plan.
Employee Plans and Arrangements. (a) There are no employment, consulting, change of control, severance pay, continuation pay, termination pay, loans, guarantees or indemnification agreements or other similar agreements of any nature whatsoever (collectively, "EMPLOYMENT AGREEMENTS") between the Borrower, on the one hand, and any current or former shareholder, officer, director, employee or Affiliate of the Borrower or any consultant or agent of the Borrower, on the other hand, that, as a direct result of the transactions contemplated by this Agreement, (i) will require any payment by the Borrower or any consent or waiver from any shareholder, officer, director, employee or Affiliate of the Borrower or any consultant or agent of the Borrower, or (ii) will result in any change in the nature of any rights of any shareholder, officer, director, employee or Affiliate of the Borrower or any consultant or agent of the Borrower under any such Employment Agreement or other similar agreement (including, without limitation, any accelerated payments, deemed satisfaction of goals or conditions, new or increased benefits, or additional or accelerated vesting).
Employee Plans and Arrangements. All of the contracts, plans ------------------------------- and arrangements referred to in Schedule 4.1(y)(10) are in good standing and the Targets have made all payments required to be made by it in connection therewith. All employee plans requiring funding on the part of the Targets are fully funded. The Targets do not have any employees receiving or claiming long term disability benefits or workers' compensation benefits. No notice has been received by the Targets of any complaints filed by any employees claiming that the Targets have violated any applicable employee or human rights or similar legislation in any other jurisdiction in which the Targets carry on business or of any complaints or proceedings of any kind involving the Targets or any employees of the Targets before any labor relations board. There are no outstanding orders or charges against any the Targets under any applicable health and safety legislation in the jurisdictions in which the Targets carry on business. All levies, assessments and penalties made against the Targets pursuant to any applicable workers' compensation legislation in any jurisdictions in which the Targets carries on business have been paid by the Targets and the Targets have been reassessed under any such legislation during the past 3 years. The Targets have not made any agreements with any labor union or employee association or made commitments to or conducted negotiations with any labor union or employee association with respect to any future agreements and the Shareholder is not aware of any current attempts to organize or establish any labor union or employee association relating to the Targets. The Targets have not entered into any agreement or made any arrangements with any employees an consultants which would have the effect of depriving the Targets of the continued services of any such employees and consultants following the Closing.
Employee Plans and Arrangements. (a) Section 2.11(a) of the Company Disclosure Letter lists and describes all Employee Plans and Employment Arrangements. The Company has Made Available to Purchaser true, correct and complete copies of all Employee Plans and Employment Arrangements, in each case, as amended, together with all related documentation.
Employee Plans and Arrangements. (a) Neither Company nor any Related Party sponsors, maintains, administers, contributes to or has or could reasonably be expected to have any Liability with respect to any ERISA Benefit Plan Neither Company nor any Related Party has or could reasonably be expected to have any Liability to any Person in connection with any “voluntary employees’ beneficiary association” within the meaning of Code Section 501(c)(9), “welfare benefit fund” within the meaning of Code Section 419, “qualified asset account” within the meaning of Code Section 419A or “multiple employer welfare arrangement” within the meaning of ERISA Section 3(40).
Employee Plans and Arrangements. To the Best Knowledge, all employee contracts, plans and arrangements of the Corporation are in good standing and the Corporation has made all payments required to be made by it in connection therewith; all employee plans requiring funding on the part of the Corporation are fully funded; no notice has been received by the Corporation of any complaints filed by any employees against the Corporation claiming that the Corporation has violated any applicable employee or human rights or similar legislation in any jurisdiction in which the Corporation or the carries on business or of any complaints or proceedings of any kind involving the Corporation or any of the employees of the Corporation or before any labor relations board; there are no outstanding orders or charges against the Corporation and under applicable heath and safety legislation in any other jurisdiction in which the Corporation pursuant to any applicable workers' compensation legislation in any jurisdiction in which the Corporation carries on business; other than the Union Agreement, the Corporation has made no agreements with any labor union or employee association or made commitments to or conducted negotiations with any labor union or employee association with respect to any future agreements; except for the Pension Plan and Trust, and management agreements with Xxxxxxx Xxxxx Xxxxx, Xxxxxxxx Xxxxxxxxx, Xxxxxx Banderieni and Reugg Xxxxxxx there is no agreement or practice with respect to the Corporation, relating to the payment of any management, or any bonus, pension, share of profits or retirement allowance or any insurance, health or other employee benefit.
