Employee Plans; ERISA. (a) Except as set forth in Section 2.14 of the Company Schedule, Company is not a party to any employment agreement.
(b) Company is not a party to any collective bargaining agreement.
(c) Set forth in Section 2.14 of the Company Schedule is a list of (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and (ii) all profit sharing, stock bonus, pension, 401(k), ESOP, savings, medical, dental, disability, life or accident insurance, bonus, incentive, stock option, deferred compensation and other similar compensation or employee benefit plans, funds, programs or arrangements, which are maintained for the benefit of, or relate to any or all employees of Company (the plans referred to in clauses (i) and (ii) being collectively referred to as the "Plans"). A complete and correct copy, as of the date hereof, of each Plan has been furnished to Parent.
(d) None of the Plans is a multiemployer plan within the meaning of Section 4001 of ERISA.
(e) Each of the Plans is in compliance in all material respects with the requirements of all applicable statutes, orders and governmental rules and regulations currently in effect, including, but not limited to, the Code and ERISA.
(f) There are no audits, inquiries or proceedings pending or, to the knowledge of Company, threatened by the Internal Revenue Service (the "IRS") or Department of Labor (the "DOL") with respect to any Plans. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been timely made or accrued. Any Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and to make any amendment necessary to obtain such a favorable determination. Company does not have any commitment to establish any new Plan or to modify any Plan (except to the extent required by law or to conform any such Plan to the requirements of any applicable law). Each Plan can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms.
(g) Neither Company nor any of its Affiliates has at any time ever maintained, established, sponsored, participated in, or contributed to any plan subject to Title IV of ERISA or Section 412 of the Code and at no time has C...
Employee Plans; ERISA. (a) Schedule 3.18 sets forth a list of each Employee Plan in effect as of the date of this Agreement. A true and correct copy of each such Employee Plan has been made available to the Buyer.
(b) All Employee Plans are in compliance in form and operation in all material respects with their terms and with the provisions of ERISA, the Code and other applicable law and the rules and regulations promulgated thereunder to the extent that ERISA, the Code and other applicable law and such rules and regulations are intended to apply, except where noncompliance would not result in a liability to Buyer.
(c) As of the Closing, full payment to each Employee Plan of all contributions or other remittances or payments (including all employer contributions, employee salary reduction contributions, premiums and other amounts) that are required to be made by the Seller Parties and their Affiliates under the terms thereof and under ERISA or the Code have been made on a timely basis, except where such failure would not result in a liability to Buyer.
(d) Each Employee Plan that is subject to the minimum funding standards of the Code or ERISA satisfies in all material respects such standards under Sections 412 and 302 of the Code and ERISA, respectively, and no waiver of such funding has been sought or obtained.
(e) None of the assets of any Employee Plan are subject to any lien under ERISA Section 302(f) or Code Section 412(n) or 430(n).
(f) With respect to each Employee Plan maintained or contributed to by the Seller Parties or their Affiliates that is intended to be a plan that is qualified under Section 401(a) of the Code, each such Employee Plan has received a favorable determination letter, or with respect to a prototype plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan sponsor, regarding its qualified status, and its related trust is tax-exempt under the Code and there are no existing facts or circumstances that could reasonably be expected to adversely affect such Employee Benefit Plan’s qualification under Section 401(a) and related sections of the Code or such related trust’s tax-exempt status.
Employee Plans; ERISA. (a) Set forth on SCHEDULE 6.15 is a list of all Employee Plans that are maintained with respect to employees of each Borrower Affiliate, and a list of all Multiemployer Plans, all Welfare Plans and all other Employee Plans that each Borrower Affiliate adopted. All such plans that are subject to ERISA are in compliance therewith.
(b) Except as set forth in SCHEDULE 6.15, no accumulated funding deficiency (as defined in 54 Section 302 of ERISA and Section 412 of the Internal Revenue Code), whether or not waived, has occurred with respect to any Employee Plan, and no ERISA Event has occurred or is reasonably expected to occur with respect to any Employee Plan. Except as set forth in SCHEDULE 6.15, the present value of all accrued benefits under each Employee Plan (based on those assumptions used to fund such Employee Plan) did not, as of the most recent valuation date, exceed the then current value of the assets of such Employee Plan allocable to such benefits. Except as set forth in SCHEDULE 6.15, full payment has been made on or before the due date thereof of all amounts that any Borrower Affiliate is required under the terms of each such Employee Plan to have paid as contributions to such plan.
(c) Except as set forth in SCHEDULE 6.15, no Borrower Affiliate has incurred any withdrawal liability under Section 4201 of ERISA.
(d) No Borrower Affiliate has participated in any Prohibited Transaction that has subjected, or may subject, it to any material civil penalty or tax imposed by Section 502(i) of ERISA or Section 4975 of the Internal Revenue Code, respectively. Except as set forth in SCHEDULE 6.15, no Borrower Affiliate has incurred, or is reasonably expected to incur, any liability to the Pension Benefit Guaranty Corporation (other than for insurance premiums, which have been paid when due).
(e) The present value (determined using actuarial and other assumptions that are reasonable in respect of the benefits provided and the employees participating) of the liability of any Borrower Affiliate for post-retirement benefits to be provided to their current and former employees under all Welfare Plans does not, in the aggregate, exceed the assets under all such plans allocable to such benefits by an amount that would materially and adversely affect the financial condition of such Borrower Affiliate or the Borrower's ability to perform its obligations hereunder.
(f) The execution and delivery of this Credit Agreement will not involve any transaction that is sub...
Employee Plans; ERISA. (a) Schedule 3.13(a) contains a list of each employee benefit plan, agreement, arrangement, policy or commitment (whether or not an “employee benefit plan” within the meaning of Section 3(3) of ERISA), including, but not limited to, any employment, consulting, bonus, deferred compensation, incentive compensation, vacation, severance, termination or post-employment pay, disability, hospitalization or other medical, dental, vision, life or other insurance, stock purchase, stock option, stock appreciation, stock award, pension, profit sharing, 401(k) or retirement plan, agreement, arrangement, policy or commitment, and each other employee benefit plan, agreement, arrangement, policy or commitment arising out of the employment or the termination of an employee, former employee, retiree or sales personnel by the Company, whether written or oral, tax-qualified under the Code or non-qualified, whether covered by ERISA or not, which is currently maintained or contributed to by the Company or any trade or business (whether or not incorporated) that is under common control, or that is treated as a single employer, with the Company under Sections 414(a), (c), (m) or (o) of the Code (each, a “Commonly Controlled Entity”) covering their employees, former employees, retirees or sales personnel or with respect to which the Company or any Commonly Controlled Entity, respectively, has or in the future could have any direct or indirect, actual or contingent liability (each, a “Plan” and collectively, the “Plans”). Except as set forth in Schedule 3.13(a), neither the Company nor any Commonly Controlled Entity has any legally binding oral or written plan or other commitment, whether covered by ERISA or not, to create or participate in any additional plan, agreement or arrangement or to modify or change any existing Plan in any manner that would affect any of its employees, former employees, retirees or sales personnel. The Company has made available to Buyer true and complete copies of the Plans and the trust agreements and any contracts relating to the Plans and all other relevant documents governing or relating to the Plans in effect on the date hereof (including the latest summary plan description, the latest annual report (and all attachments) filed with the Internal Revenue Service with respect to each of the Plans, and the latest favorable determination letter issued by the Internal Revenue Service for each of the Plans, including any amendments to any of the foregoing....
Employee Plans; ERISA. (a) Schedule 3.18 sets forth a list of each Employee Plan in effect as of the date of this Agreement. A true and correct copy of each such Employee Plan, including all amendments thereto, has been delivered to the Buyer.
Employee Plans; ERISA. (a) Schedule 3.21 sets forth a list of (i) each pension, retirement, profit sharing, deferred compensation, stock bonus or other similar plan relating to the Business, (ii) each medical, vision, dental or other health plan relating to the Business, (iii) each life insurance plan relating to the Business and (iv) any other material employee benefit plan relating to the Business , in each case, to which Seller is on the date hereof required to contribute, or which Seller on the date hereof sponsors for the benefit of any of its employees, or under which employees (or their beneficiaries) of Seller are on the date hereof eligible to receive benefits, including, without limitation, any Employee Benefit Plan (as defined in Section 3(3) of ERISA) (except for those plans that are “multiemployer plans” within the meaning of ERISA Section 3(37) collectively, the “Employee Plans”). A true and correct copy of each Employee Plan has been made available to Buyer.
(b) All Employee Plans are in compliance in all material respects with the provisions of ERISA, the Code and other applicable law and the rules and regulations promulgated thereunder to the extent that ERISA, the Code and other applicable law and such rules and regulations are intended to apply. Except as set forth on Schedule 3.21(b), Seller does not maintain, sponsor, participate in or contribute to any employee pension benefit plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA or Section 412 of the Code. Except as set forth on Schedule 3.21(b), Seller, on the date hereof, does not participate in, or owe withdrawal liability to, any Multiemployer Plan (as defined in Section 4001(a)(3) of ERISA).
Employee Plans; ERISA. TribalRides currently does not and never has established an Employee Plan of any kind. TribalRides does not have any Liability with respect to any Person under Title IV of ERISA.
Employee Plans; ERISA. (a) Schedule 3.22 sets forth a list of each pension, retirement, profit sharing, deferred compensation, stock bonus ------------- or other similar plan relating to the Business; each medical, vision, dental or other health plan; each life insurance plan relating to the Business; and any other employee benefit plan relating to the Business (the “Employee Plans”), in each case, to which either Emmis Entity is on the date hereof required to contribute, or which either Emmis Entity on the date hereof sponsors for the benefit of any employees, or under which employees (or their beneficiaries) of either Emmis Entity is on the date hereof eligible to receive benefits, including, without limitation, any Employee Benefit Plan (as defined in Section 3(3) of ERISA).
(b) All Employee Plans which are Employee Benefit Plans are on the date hereof in compliance in all material respects with the provisions of ERISA, the Code and the rules and regulations promulgated thereunder to the extent that ERISA, the Code and such rules and regulations are intended to apply. Neither Emmis Entity maintains, sponsors, participates in or contributes to any employee pension benefit plan (as defined in Section 3(2) of ERISA) that is subject to Title IV of ERISA pr Section 412 of the Code. No plan which is an Employee Benefit Plan has engaged in a transaction that is a Prohibited Transaction as defined in Section 406 of ERISA and Section 4975 of the Code for which there is no exemption and with respect to which an Emmis Entity has on the date hereof incurred any Liability which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect upon the Business and the Purchased Assets (taken as a whole). Neither Emmis Entity, on the date hereof, participates in, or owes withdrawal Liability to, any Multiemployer Plan (as defined in Section 4000(a)(3) of ERISA).
Employee Plans; ERISA. 33 Section 3.22. Environmental Protection 33 Section 3.23. MVPD Matters 34 Section 3.24. Certain Business Practices 34 Section 3.25. No Finder 35 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER 35 Section 4.1. Organization 35 Section 4.2. Authority of Buyer 35 Section 4.3. Litigation 36 Section 4.4. No Finder 36 Section 4.5. Qualifications as FCC Licensee 36 Section 4.6. Adequacy of Financing 37 ARTICLE V ACTION PRIOR TO THE CLOSING DATE 37 Section 5.1. Investigation of the Business 37
Employee Plans; ERISA. (a) Schedule 3.21 lists all compensation and benefit plans, programs, arrangements, contracts, agreements, understandings, commitments and policies sponsored, administered, maintained, or contributed to, by or on behalf of the Equity Entities, any of their subsidiaries, any ERISA Affiliate or any of its subsidiaries as of the date hereof (including “employee benefit plans” within the meaning of Section 3(3) of ERISA, all pension, profit sharing, savings and thrift, bonus, stock or cash based incentive, deferred compensation, stock option, stock purchase, stock ownership, restricted stock, stock appreciation, phantom stock, fringe benefits, vacation, retention, change in control, workers’ compensation, unemployment compensation, post-retirement, severance pay, retention pay, and medical, disability, accident and life insurance plans) relating to the Business or any of the Stations for the benefit of any former or current employees of the Equity Entities or their respective dependents (collectively, the “Employee Plans”).
(b) None of the Equity Entities nor any ERISA Affiliates (i) has ever sponsored, administered, maintained, contributed to, been obligated to contribute to, participated in or agreed to participate in, any Employee Plan that is subject to Title IV of ERISA, or a multi-employer plan (as defined in Section 3(37) of ERISA) relating to the Business or any of the Stations or (ii) except as set forth on Schedule 3.21, has ever provided health care or any other non-pension benefits to any employees after their employment is terminated (other than as required by part 6 of subtitle B of title I of ERISA) or has ever promised to provide such post-termination benefits in connection with the Business or any of the Stations. None of the Equity Entities nor any ERISA Affiliate has withdrawn from a multi-employer plan within the meaning of Section 414(f) of the Code, which withdrawal could impose liability on the Buyer. No Employee Plan of the Equity Entities is a multiple employer plan within the meaning of Section 413(c) of the Code. No Employee Plan of the Equity Entities is a multiple employer welfare arrangement as defined in Section 3(40) of ERISA.
(c) Each Employee Plan that is intended to be qualified under Code Section 401(a) is so qualified and has been so qualified during the period from its adoption to date and is the subject of a favorable determination letter. Each such plan has been administered in accordance with its terms and in substantia...
