Employee Plans and Benefit Arrangements. 5.10.1 The Company Disclosure Schedule sets forth a true and complete list of all the following: (i) each “employee benefit plan,” as such term is defined in Section 3(3) of ERISA (each, an “Employee Plan”), and (ii) each other plan, program, policy, contract or arrangement providing for bonuses, pensions, deferred compensation, stock or stock-related awards, severance pay, salary continuation or similar benefits, hospitalization, medical, dental or disability benefits, life insurance or other employee benefits, or compensation to or for any current or former officers, directors, employees, agents, or independent contractors of the Company (“Employees”) or any beneficiaries or dependents of any Employee, whether or not insured or funded, (A) pursuant to which the Company has any material liability or (B) constituting an employment or severance agreement or arrangement with any officer or director of the Company (each, a “Benefit Arrangement”). The Company has provided to Buyer with respect to each Employee Plan and Benefit Arrangement: (i) a true and complete copy of all written documents, including amendments, comprising such Employee Plan or Benefit Arrangement or, if there is no such written document, an accurate and complete description of such Employee Plan or Benefit Arrangement; (ii) all Form 5500s or Form 5500-Cs (including all schedules thereto), if applicable; (iii) the most recent financial statements and actuarial reports, if any; (iv) the summary plan description currently in effect and all material modifications thereof, if any; and (v) the most recent IRS determination letter, if any; and (vi) filings with the Department of Labor, including, but not necessarily limited to, “top hat” filings pursuant to Department of Labor Regulation Section 2520.104-23, if any. Any such Employee Plans and Benefit Arrangements not so provided are not in the aggregate material to the Company. 5.10.2 (i) To the Company’s Knowledge, the Company has established and maintained in all material respects each Employee Plan and Benefit Arrangement in accordance with its terms and in material compliance with all applicable laws, including, but not limited to, ERISA and the Code; and (ii) to the Company’s Knowledge, any third party trustee has complied in all material respects in the maintenance of each Employee Plan and Benefit Arrangement with all applicable laws and requirements. Neither the Company nor any of its Employees, nor, to the best Knowledge of the Company, any other disqualified Person or party-in-interest with respect to any Employee Plan, has engaged directly or indirectly in any “prohibited transaction,” as such term is defined in Section 4975 of the Code or Section 406 of ERISA, with respect to which the Company could have or has any material liability. 5.10.3 There are no pending or, to the Company’s Knowledge, threatened Proceedings by any Employees or plan participants or the beneficiaries, spouses or representatives of any of them, against any Employee Plan or Benefit Arrangement, the assets held thereunder, the trustee of any such assets, or the Company relating to any of the Employee Plans, other than ordinary and usual claims for benefits by participants or beneficiaries. Furthermore, there are no pending, or to the Company’s Knowledge, threatened Proceedings by any Governmental Authority of or against any Employee Plan or Benefit Arrangement, the trustee of any assets held thereunder, or the Company relating to any of the Employee Plans or Benefit Arrangements. 5.10.4 No Employee Plan has been the subject of an IRS or Department of Labor audit. There are no pending Proceedings or, to the Company’s Knowledge, threatened Proceedings in which the “qualified” status of any Employee Plan is at issue and in which revocation of the determination letter has been threatened. Each such Employee Plan has not been amended or operated, since the receipt of the most recent determination letter, in a manner that would materially adversely affect the “qualified” status of the Employee Plan. No distributions have been made from any of the Employee Plans that would violate in any material respect the restrictions under Treas. Reg. Section 1.401(a)(4)-5(b), and none will have been made by the Closing Date. To the Knowledge of the Company, there has been no termination, partial or otherwise, as defined in Section 411(d) of the Code and the regulations thereunder, of any Employee Plan. 5.10.5 The Company has made all required contributions under each Employee Plan on a timely basis or, if not yet due, adequate accruals therefore have been provided for in the Financial Statements. 5.10.6 The Transaction (either alone or together with any additional or subsequent events) does not constitute an event under any Employee Plan, Benefit Arrangement or individual Employee Contract, that may result in any payment (whether of severance pay or otherwise), restriction or limitation upon the assets of any Employee Plan or Benefit Agreement, acceleration of payment or vesting, increase in benefits or compensation, or required funding, with respect to any Employee, or the forgiveness of any loan or other commitment of any Employee. 5.10.7 The Company is not a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the code or any similar provision of foreign, state or local law. 5.10.8 No Employees and no beneficiaries or dependents of Employees are or may become entitled under any Employee Plan or Benefit Arrangement to post-employment welfare benefits of any kind, including, without limitation, death or medical benefits, other than coverage mandated by Section 4980B of the Code. 5.10.9 The Employee Plans that are group health plans (as defined for the purposes of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA, and all regulations thereunder, (such provisions of law and regulations are hereinafter referred to as “COBRA”)) have complied in all material respects at all times during the past three (3) years, and will continue to comply in all material respects through the Effective Time, with requirements of COBRA to provide health care continuation coverage to qualified beneficiaries who have elected, or may elect to have, such coverage. The Company and its agents who administer any of the Employee Plans or Benefit Arrangements, have complied in all material respects at all times during the past three (3) years and will continue to comply in all material respects through the Effective Time, with the notification and written notice requirements of COBRA. There are no pending or, to the Company’s Knowledge, threatened Proceedings by any current Employee, former Employee, participants or by the beneficiary, dependent or representative of any such person, involving the failure of any Employee Plan or Benefit Arrangement or of any other group health plan ever maintained by the Company to comply with the health care continuation coverage requirements of COBRA. 5.10.10 There are no agreements with, or pending petitions for recognition of, a labor union or an association as the exclusive bargaining agent for any of the Employees of the Company; no such petitions have been pending at any time within two years of the date of this Agreement, and, to the Company’s Knowledge, there has not been any organizing effort by any union or other group seeking to represent any Employees of the Company as their exclusive bargaining agent at any time within two years of the date of this Agreement. There are no labor strikes, work stoppages or other labor troubles, other than routine grievance matters, now pending or, to the Company’s Knowledge, threatened against the Company.
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Employee Plans and Benefit Arrangements. 5.10.1 The Company Disclosure Schedule sets forth a true and complete list of all the following: (i) each “"employee benefit plan,” " as such term is defined in Section 3(3) of ERISA (each, each an “"Employee Plan”"), and (ii) each other plan, program, policy, contract or arrangement providing for bonuses, pensions, deferred compensation, stock or stock-related awards, severance pay, salary continuation or similar benefits, hospitalization, medical, dental or disability benefits, life insurance or other employee benefits, or compensation to or for any current or former officers, directors, employees, agents, or independent contractors of any Member of the Company Consolidated Group (“"Employees”") or any beneficiaries or dependents of any Employee, whether or not insured or funded, (A) pursuant to which any Member of the Company Consolidated Group has any material liability or (B) constituting an employment or severance agreement or arrangement with any officer or director of any Member of the Company Consolidated Group (each, a “"Benefit Arrangement”"). The Company has provided used its reasonable efforts to provide to Buyer with respect to each Employee Plan and Benefit Arrangement: (i) a true and complete copy of all written documents, including amendments, comprising such Employee Plan or Benefit Arrangement or, if there is no such written document, an accurate and complete description of such Employee Plan or Benefit Arrangement; (ii) all Form 5500s or Form 5500-Cs (including all schedules thereto), if applicable; (iii) the most recent financial statements and actuarial reports, if any; (iv) the summary plan description currently in effect and all material modifications thereof, if any; and (v) the most recent IRS determination letter, if any; and (vi) filings with the Department of Labor, including, but not necessarily limited to, “"top hat” " filings pursuant to Department of Labor Regulation Section 2520.104-23, if any. Any such Employee Plans and Benefit Arrangements not so provided are not in the aggregate material to any Member of the CompanyConsolidated Group.
5.10.2 (i) To the Company’s Warranting Parties' Knowledge, the Company Consolidated Group has established and maintained in all material respects each Employee Plan and Benefit Arrangement in accordance with its terms and in material compliance with all applicable laws, including, but not limited to, ERISA and the Code; and (ii) to the Company’s Warranting Parties' Knowledge, any third party trustee has complied in all material respects in the maintenance of each Employee Plan and Benefit Arrangement with all applicable laws and requirements. Neither To the Company Warranting Parties' Knowledge, no Member of the Consolidated Group nor any of its Employees, nor, to the best Knowledge of the CompanyWarranting Parties, any other disqualified Person or party-in-interest with respect to any Employee Plan, has engaged directly or indirectly in any “"prohibited transaction,” " as such term is defined in Section 4975 of the Code or Section 406 of ERISA, with respect to which any Member of the Company Consolidated Group could have or has any material liability.
5.10.3 There are no pending or, to the Company’s Knowledge, threatened Proceedings by any Employees or plan participants or the beneficiaries, spouses or representatives of any of them, against any Employee Plan or Benefit Arrangement, the assets held thereunder, the trustee of any such assets, or the Company relating to any of the Employee Plans, other than ordinary and usual claims for benefits by participants or beneficiaries. Furthermore, there are no pending, or to the Company’s Knowledge, threatened Proceedings by any Governmental Authority of or against any Employee Plan or Benefit Arrangement, the trustee of any assets held thereunder, or the Company relating to any of the Employee Plans or Benefit Arrangements.
5.10.4 No Employee Plan has been the subject of an IRS or Department of Labor audit. There are no pending Proceedings or, to the Company’s Knowledge, threatened Proceedings in which the “qualified” status of any Employee Plan is at issue and in which revocation of the determination letter has been threatened. Each such Employee Plan has not been amended or operated, since the receipt of the most recent determination letter, in a manner that would materially adversely affect the “qualified” status of the Employee Plan. No distributions have been made from any of the Employee Plans that would violate in any material respect the restrictions under Treas. Reg. Section 1.401(a)(4)-5(b), and none will have been made by the Closing Date. To the Knowledge of the Company, there has been no termination, partial or otherwise, as defined in Section 411(d) of the Code and the regulations thereunder, of any Employee Plan.
5.10.5 The Company has made all required contributions under each Employee Plan on a timely basis or, if not yet due, adequate accruals therefore have been provided for in the Financial Statements.
5.10.6 The Transaction (either alone or together with any additional or subsequent events) does not constitute an event under any Employee Plan, Benefit Arrangement or individual Employee Contract, that may result in any payment (whether of severance pay or otherwise), restriction or limitation upon the assets of any Employee Plan or Benefit Agreement, acceleration of payment or vesting, increase in benefits or compensation, or required funding, with respect to any Employee, or the forgiveness of any loan or other commitment of any Employee.
5.10.7 The Company is not a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the code or any similar provision of foreign, state or local law.
5.10.8 No Employees and no beneficiaries or dependents of Employees are or may become entitled under any Employee Plan or Benefit Arrangement to post-employment welfare benefits of any kind, including, without limitation, death or medical benefits, other than coverage mandated by Section 4980B of the Code.
5.10.9 The Employee Plans that are group health plans (as defined for the purposes of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA, and all regulations thereunder, (such provisions of law and regulations are hereinafter referred to as “COBRA”)) have complied in all material respects at all times during the past three (3) years, and will continue to comply in all material respects through the Effective Time, with requirements of COBRA to provide health care continuation coverage to qualified beneficiaries who have elected, or may elect to have, such coverage. The Company and its agents who administer any of the Employee Plans or Benefit Arrangements, have complied in all material respects at all times during the past three (3) years and will continue to comply in all material respects through the Effective Time, with the notification and written notice requirements of COBRA. There are no pending or, to the Company’s Knowledge, threatened Proceedings by any current Employee, former Employee, participants or by the beneficiary, dependent or representative of any such person, involving the failure of any Employee Plan or Benefit Arrangement or of any other group health plan ever maintained by the Company to comply with the health care continuation coverage requirements of COBRA.
5.10.10 There are no agreements with, or pending petitions for recognition of, a labor union or an association as the exclusive bargaining agent for any of the Employees of the Company; no such petitions have been pending at any time within two years of the date of this Agreement, and, to the Company’s Knowledge, there has not been any organizing effort by any union or other group seeking to represent any Employees of the Company as their exclusive bargaining agent at any time within two years of the date of this Agreement. There are no labor strikes, work stoppages or other labor troubles, other than routine grievance matters, now pending or, to the Company’s Knowledge, threatened against the Company.
Appears in 1 contract
Employee Plans and Benefit Arrangements. 5.10.1 4.9.1 The Company Seller's Disclosure Schedule sets forth a true and complete list of all the following: (i) each “i)each "employee benefit plan,” " as such term is defined in Section 3(3) of ERISA related to any Employee or any beneficiaries or dependents of any Employee (each, each an “"Employee Plan”"), and (ii) each ii)each other plan, program, policy, contract or arrangement providing for bonuses, pensions, deferred compensation, stock or stock-related awards, severance pay, salary continuation or similar benefits, hospitalization, medical, dental or disability benefits, life insurance or other employee benefits, or compensation to or for any current or former officers, directors, employees, agents, or independent contractors of the Company (“Employees”) Employee or any beneficiaries or dependents of any Employee, whether or not insured or funded, (A) pursuant A)pursuant to which the Company Seller has any material liability or (B) constituting B)constituting an employment or severance agreement or arrangement with any officer or director of the Company Employee (each, a “"Benefit Arrangement”"). The Company Seller has provided used its reasonable efforts to make available to Buyer with respect to each Employee Plan and Benefit Arrangement: (i) a i)a true and complete copy of all written documents, including amendments, comprising such Employee Plan or Benefit Arrangement or, if there is no such written document, an accurate and complete description of such Employee Plan or Benefit Arrangement; (ii) all ii)all Form 5500s or Form 5500-Cs (including all schedules thereto), if applicable; (iii) the iii)the most recent financial statements and actuarial reports, if any; (iv) the iv)the summary plan description currently in effect and all material modifications thereof, if any; and (v) the v)the most recent IRS determination letter, if any; and (vi) filings vi)filings with the Department of Labor, including, but not necessarily limited to, “"top hat” " filings pursuant to Department of Labor Regulation Section 2520.104-23, if any. Any such Employee Plans and Benefit Arrangements not so provided are not in the aggregate material to the CompanyPurchased Assets or the Business.
5.10.2 4.9.2 (i) To the Company’s Knowledge, the Company Seller has established and maintained in all material respects each Employee Plan and Benefit Arrangement in accordance with its terms and in material compliance with all applicable laws, including, but not limited to, ERISA and the Code; and (ii) to the Company’s ii)to Seller's Knowledge, any third party trustee has complied in all material respects in the maintenance of each Employee Plan and Benefit Arrangement with all applicable laws and requirements. Neither the Company nor any None of its EmployeesSeller, nor, to the best Knowledge Seller's Knowledge, any of the CompanySeller's Employees, nor any other disqualified Person or party-in-interest with respect to any Employee Plan, has engaged directly or indirectly in any “"prohibited transaction,” " as such term is defined in Section 4975 of the Code or Section 406 of ERISA, with respect to which the Company Seller could have or has any material liability.
5.10.3 4.9.3 Seller has no Employee Plan that is subject to Title IV of ERISA.
4.9.4 There are no pending Pending or, to the Company’s Seller's Knowledge, threatened Proceedings by any Employees or plan participants or the beneficiaries, spouses or representatives of any of them, against any Employee Plan or Benefit Arrangement, the assets held thereunder, the trustee of any such assets, or the Company Seller relating to any of the Employee Plans, other than ordinary and usual claims for benefits by participants or beneficiaries. Furthermore, there are no pendingPending, or to the Company’s Seller's Knowledge, threatened Proceedings by any Governmental Authority of or against any Employee Plan or Benefit Arrangement, the trustee of any assets held thereunder, or the Company Seller relating to any of the Employee Plans or Benefit Arrangements.
5.10.4 No 4.9.5 Since January 1, 1995 no Employee Plan has been the subject of an IRS or Department of Labor audit. There are no pending Pending Proceedings or, to the Company’s Knowledge, or threatened Proceedings in which the “"qualified” " status of any Employee Plan is at issue and in which revocation of the determination letter has been threatened. Each such Employee Plan has not been amended or operated, since the receipt of the most recent determination letter, in a manner that would materially adversely affect the “"qualified” " status of the Employee Plan. No distributions have been made from any of the Employee Plans that would violate in any material respect the restrictions under Treas. Reg. Section 1.401(a)(4)-5(b), and none will have been made by the Closing Date. To the Knowledge of the Company, there There has been no termination, partial or otherwise, as defined in Section 411(d) of the Code and the regulations thereunder, of any Employee Plan.
5.10.5 The Company 4.9.6 Seller has made all required contributions under each Employee Plan on a timely basis or, if not yet due, adequate accruals therefore have been provided for in the Financial Statements.
5.10.6 4.9.7 The Transaction (either alone or together with any additional or subsequent events) does not constitute an event under any Employee Plan, Benefit Arrangement or individual Employee Contract, that may result in any payment (whether of severance pay or otherwise), restriction or limitation upon the assets of any Employee Plan or Benefit Agreement, acceleration of payment or vesting, increase in benefits or compensation, or required funding, with respect to any Employee, or the forgiveness of any loan or other commitment of any Employee.
5.10.7 The Company is not a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the code or any similar provision of foreign, state or local law.
5.10.8 4.9.8 No Employees and no beneficiaries or dependents of Employees are or may become entitled under any Employee Plan or Benefit Arrangement to post-employment welfare benefits of any kind, including, without limitation, death or medical benefits, other than coverage mandated by Section 4980B of the Code.
5.10.9 4.9.9 The Employee Plans that are group health plans (as defined for the purposes of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA, and all regulations thereunder, (such provisions of law and regulations are hereinafter referred to as “"COBRA”")) have complied in all material respects at all times during the past three (3) years, and will continue to comply in all material respects through the Effective Time, years with requirements of COBRA to provide health care continuation coverage to qualified beneficiaries who have elected, or may elect to have, such coverage. The Company Seller and its agents who administer any of the Employee Plans or Benefit Arrangements, have complied in all material respects at all times during the past three (3) years and will continue to comply in all material respects through the Effective TimeClosing, with the notification and written notice requirements of COBRA. There are no pending Pending or, to the Company’s Seller's Knowledge, threatened Proceedings by any current Employee, former Employee, participants or by the beneficiary, dependent or representative of any such person, involving the failure of any Employee Plan or Benefit Arrangement or of any other group health plan ever maintained by the Company Seller to comply with the health care continuation coverage requirements of COBRA.
5.10.10 4.9.10 There are no agreements with, or pending Pending petitions for recognition of, a labor union or an association as the exclusive bargaining agent for any of the Employees of the CompanySeller; no such petitions have been pending at any time within two years of the date of this Agreement, and, to the Company’s Seller's Knowledge, there has not been any organizing effort by any union or other group seeking to represent any Employees of the Company as their exclusive bargaining agent at any time within two years of the date of this Agreement. There are no labor strikes, work stoppages or other labor troubles, other than routine grievance matters, now pending Pending or, to the Company’s Seller's Knowledge, threatened against the CompanySeller.
Appears in 1 contract
Employee Plans and Benefit Arrangements. 5.10.1 The Company SP Companies' Disclosure Schedule sets forth a true and complete list of all the following: (i) each “"employee benefit plan,” " as such term is defined in Section 3(3) of ERISA (each, each an “"Employee Plan”"), and (ii) each other plan, program, policy, contract or arrangement providing for bonuses, pensions, deferred compensation, stock or stock-related awards, severance pay, salary continuation or similar benefits, hospitalization, medical, dental or disability benefits, life insurance or other employee benefits, or compensation to or for any current or former officers, directors, employees, agents, or independent contractors of either of the Company SP Companies (“"Employees”") or any beneficiaries or dependents of any Employee, whether or not insured or funded, (A) pursuant to which either of the Company SP Companies has any material liability or (B) constituting an employment or severance agreement or arrangement with any officer or director of either of the Company SP Companies (each, a “"Benefit Arrangement”"). The Company has provided SP Companies have used their reasonable efforts to provide to Buyer with respect to each Employee Plan and Benefit Arrangement: (i) a true and complete copy of all written documents, including amendments, comprising such Employee Plan or Benefit Arrangement or, if there is no such written document, an accurate and complete description of such Employee Plan or Benefit Arrangement; (ii) all Form 5500s or Form 5500-Cs (including all schedules thereto), if applicable; (iii) the most recent financial statements and actuarial reports, if any; (iv) the summary plan description currently in effect and all material modifications thereof, if any; and (v) the most recent IRS determination letter, if any; and (vi) filings with the Department of Labor, including, but not necessarily limited to, “"top hat” " filings pursuant to Department of Labor Regulation Section 2520.104-23, if any. Any such Employee Plans and Benefit Arrangements not so provided are not in the aggregate material to either of the CompanySP Companies.
5.10.2 (i) To the Company’s Knowledge, the Company has The SP Companies have established and maintained in all material respects each Employee Plan and Benefit Arrangement in accordance with its terms and in material compliance with all applicable laws, including, but not limited to, ERISA and the Code; and (ii) to the Company’s Warranting Parties' Knowledge, any third party trustee has complied in all material respects in the maintenance of each Employee Plan and Benefit Arrangement with all applicable laws and requirements. Neither To the Company Warranting Parties' Knowledge, neither of the SP Companies nor any of its their Employees, nor, to the best Knowledge of the CompanyWarranting Parties, any other disqualified Person or party-in-interest with respect to any Employee Plan, has engaged directly or indirectly in any “"prohibited transaction,” " or "party-in-interest" transaction as such term is terms are defined in Section 4975 of the Code or Section 406 of ERISA, with respect to which either of the Company SP Companies could have or has any material liability.
5.10.3 The SP Companies have no Employee Plan that is subject to Title IV of ERISA and have had no ERISA Affiliate at any time since their inception.
5.10.4 There are no pending or, to the Company’s Warranting Parties' Knowledge, threatened Proceedings by any Employees or plan participants or the beneficiaries, spouses or representatives of any of them, against any Employee Plan or Benefit Arrangement, the assets held thereunder, the trustee of any such assets, or either of the Company SP Companies relating to any of the Employee Plans, other than ordinary and usual claims for benefits by participants or beneficiaries. Furthermore, there are no pending, or to the Company’s Warranting Parties' Knowledge, threatened Proceedings by any Governmental Authority of or against any Employee Plan or Benefit Arrangement, the trustee of any assets held thereunder, or either of the Company SP Companies relating to any of the Employee Plans or Benefit Arrangements.
5.10.4 5.10.5 No Employee Plan has been the subject of an IRS or Department of Labor audit. There are no pending Proceedings or, to the Company’s Warranting Parties' Knowledge, threatened Proceedings in which the “"qualified” " status of any Employee Plan is at issue and in which revocation of the determination letter has been threatened. Each such Employee Plan has not been amended or operated, since the receipt of the most recent determination letter, in a manner that would materially adversely affect the “"qualified” " status of the Employee Plan. No distributions have been made from any of the Employee Plans that would violate in any material respect the restrictions under Treas. Reg. Section 1.401(a)(4)-5(b), and none will have been made by the Closing Date. To the Knowledge of the CompanyWarranting Parties, there has been no termination, partial or otherwise, as defined in Section 411(d) of the Code and the regulations thereunder, of any Employee Plan.
5.10.5 The Company 5.10.6 Each of the SP Companies has made all required contributions under each Employee Plan on a timely basis or, if not yet due, adequate accruals therefore therefor have been provided for in the Financial Statements.
5.10.6 The Transaction (either alone or together with any additional or subsequent events) does not constitute an event under any Employee Plan, Benefit Arrangement or individual Employee Contract, that may result in any payment (whether of severance pay or otherwise), restriction or limitation upon the assets of any Employee Plan or Benefit Agreement, acceleration of payment or vesting, increase in benefits or compensation, or required funding, with respect to any Employee, or the forgiveness of any loan or other commitment of any Employee.
5.10.7 The Company is not a party to any agreement, contract, arrangement or plan that has resulted or would result, separately or in the aggregate, in the payment of any “excess parachute payments” within the meaning of Section 280G of the code or any similar provision of foreign, state or local law.
5.10.8 No Employees and no beneficiaries or dependents of Employees are or may become entitled under any Employee Plan or Benefit Arrangement to post-employment welfare benefits of any kind, including, without limitation, death or medical benefits, other than coverage mandated by Section 4980B of the Code.
5.10.9 The Employee Plans that are group health plans (as defined for the purposes of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA, and all regulations thereunder, (such provisions of law and regulations are hereinafter referred to as “COBRA”)) have complied in all material respects at all times during the past three (3) years, and will continue to comply in all material respects through the Effective Time, with requirements of COBRA to provide health care continuation coverage to qualified beneficiaries who have elected, or may elect to have, such coverage. The Company and its agents who administer any of the Employee Plans or Benefit Arrangements, have complied in all material respects at all times during the past three (3) years and will continue to comply in all material respects through the Effective Time, with the notification and written notice requirements of COBRA. There are no pending or, to the Company’s Knowledge, threatened Proceedings by any current Employee, former Employee, participants or by the beneficiary, dependent or representative of any such person, involving the failure of any Employee Plan or Benefit Arrangement or of any other group health plan ever maintained by the Company to comply with the health care continuation coverage requirements of COBRA.
5.10.10 There are no agreements with, or pending petitions for recognition of, a labor union or an association as the exclusive bargaining agent for any of the Employees of the Company; no such petitions have been pending at any time within two years of the date of this Agreement, and, to the Company’s Knowledge, there has not been any organizing effort by any union or other group seeking to represent any Employees of the Company as their exclusive bargaining agent at any time within two years of the date of this Agreement. There are no labor strikes, work stoppages or other labor troubles, other than routine grievance matters, now pending or, to the Company’s Knowledge, threatened against the Company.
Appears in 1 contract
