Employees and Fringe Benefit Plans. (a) The Xxxx Disclosure Letter sets forth the names and titles of the Managers, officers and employees of the Xxxx Group earning in excess of $50,000 per annum, and the annual rate of compensation (including bonuses) being paid to each such Manager, officer and employee as of the most recent practicable date.
(b) The Xxxx Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement or practice, of the Xxxx Group, which affects one or more of its employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"). All Plans which are subject to Title IV of ERISA or the minimum funding standards of Section 412 of the Code shall be referred to as the "Pension Plans."
(c) For each Plan which is an "employee benefit plan" under Section 3(3) of ERISA, the Xxxx Group has delivered to Regal correct and complete copies of the plan documents and summary plan descriptions, the most recent determination letter received from the Internal Revenue Service, the most recent Form 5500 Annual Report, and all related trust agreements, insurance contracts and funding agreements which implement each such Plan.
(d) The Xxxx Group does not have any commitment, whether formal or informal and whether legally binding or not, (i) to create any additional such Plan; (ii) to modify or change any such Plan; or (iii) to maintain for any period of time any such Plan. The Xxxx Disclosure Letter contains an accurate and complete description of the funding policies (and commitments, if any) of the Xxxx Group with respect to each such existing Plan.
(e) The Xxxx Group has no unfunded past service liability in respect of any of its Plans; the actually computed value of vested benefits under any Pension Plan of the Xxxx Group (determined in accordance with methods and assumptions utilized by the Pension Benefit Guaranty Corporation ("PBGC") applicable to a plan terminating on the date of determination) does not exceed the fair market value of the fund assets relating to such Pension Plan; neither the Xxxx Group nor any Plan nor, to the best Knowledge of the Principals, any trustee, administrator, fiduciary or sponsor of any Plan has engaged in an...
Employees and Fringe Benefit Plans. (a) Schedule 3.8(a) of the Disclosure Schedules lists each material employment, bonus, commission, deferred compensation, pension, stock option, stock appreciation right, employee stock ownership, profit-sharing, retirement, medical, vacation, retiree medical, severance pay plan or arrangement, and each other material agreement or fringe benefit plan or arrangement contributed to by WMC or under which current or former employees of WMC are eligible to participate (collectively, the "Plans"). Except as disclosed in Schedule 3.8(a) of the Disclosure Schedules, none of the Plans are sponsored or maintained by WMC.
(b) Except as disclosed in Schedule 3.8(b) of the Disclosure Schedules, WMC has complied in all material respects with all applicable Laws relating to its employees' employment and/or employment relationships, including ERISA, employment termination Laws, employment leave Laws, wage and hour Laws, anti-discrimination Laws, employee safety Laws and workers compensation Laws.
Employees and Fringe Benefit Plans. (a) The Disclosure Memorandum sets forth the names and titles of all members of the Boards of Directors and officers of Schuxx xxx the Schuxx Xxxsidiaries and the names and positions of all employees of Schuxx xxx the Schuxx Xxxsidiaries whose annual rate of compensation exceeds $150,000 per annum, and the annual rate of compensation (and bonuses) being paid to each such member of the Boards of Directors, officer and employee as of the date hereof.
(b) The Disclosure Memorandum sets forth each employment agreement of Schuxx xx any Schuxx Xxxsidiary and each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement or practice, of Schuxx xx any Schuxx Xxxsidiary, whether legally binding or not, which affects its employees generally or affects one or more groups of its employees, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (each a "Plan" and collectively, the "Plans").
Employees and Fringe Benefit Plans. (a) The EHI Disclosure Letter sets forth the names, ages, and titles of all employees of EHI, and the annual rate of compensation (including bonuses) being paid to each such employee as of the most recent practicable date.
(b) EHI has never sponsored, maintained, or contributed to, and has no liability under, any employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement, or practice, medical, vacation, retiree medical, severance pay plan, or any other agreement or fringe benefit plan, arrangement, or practice, that affects one or more of EHI's employees, including any "employee benefit plan" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans").
(c) EHI has no commitment, whether formal or informal, to create any Plan.
(d) EHI has not engaged in any prohibited transaction as defined in Section 406 of ERISA or Section 4975 of the Code for which there is no statutory exemption in Section 408 of ERISA or Section 4975 of the Code.
(e) EHI has complied in all material respects with all applicable federal, state, and local laws, rules, and regulations relating to employees' employment and employment relationships, including, without limitation, wage related laws, anti-discrimination laws, employee safety laws, and COBRA (defined herein to mean the requirements of Code Section 4980B, Treasury Regulation Section 54.4980B-1 through -8 and Part 6 of Subtitle B of Title I of ERISA).
(f) The consummation of the transactions contemplated by this Agreement will not (i) result in the payment or series of payments by EHI to any employee or other person of an "excess parachute payment" within the meaning of Section 280G of the Code; (ii) entitle any employee or former employee of EHI to severance pay, unemployment compensation, or any other payment; or (iii) accelerate the time of payment or vesting of any stock option, stock appreciation right, deferred compensation, or other employee benefits under any Plan (including vacation and sick pay).
(g) Neither EHI nor any member in a "controlled group" with EHI (as defined in Section 414(b), 414(c), 414(m) or 414(o) of the Code) has ever maintained or terminated a pension plan subject to Title IV of ERISA or the minimum funding standards of
Employees and Fringe Benefit Plans. (a) The Ameris Disclosure Letter sets forth the names, ages and titles of (i) all members of the Board of Directors and officers of Ameris and each Ameris Subsidiary and (ii) all employees of Ameris and each Ameris Subsidiary earning in excess of $30,000 per year, and the annual rate of compensation (including bonuses) being paid to each such officer and employee as of the most recent practicable date.
(b) The Ameris Disclosure Letter lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan and each other agreement or fringe benefit plan, arrangement or practice, of Ameris and the Ameris Subsidiaries, whether legally binding or not, that affects one or more employees of Ameris or an Ameris Subsidiary, including all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (collectively, the "Plans"
Employees and Fringe Benefit Plans. (a) Schedule 4.16 sets forth the names, ages and titles of all employees of Seller earning in excess of $25,000 per annum, and the annual rate of compensation (including bonuses) being paid to each such employee as of the most recent practicable date.
(b) Schedule 4.16 lists each employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement or practice, each medical, vacation, retiree medical, severance pay plan, and each other agreement or fringe benefit plan, arrangement or practice, of Seller, whether legally binding or not, which affects one or more of its employees, (collectively, the "Plans"). Included in the Plans listed on Schedule 4.16 are all "employee benefit plans" as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as
Employees and Fringe Benefit Plans. (a) Schedule 4.12 identifies all consulting or employment agreements and other agreements with individual consultants or employees of the Business to which Seller is a party and which are either currently effective or will become effective at the Closing Date, as well as any employee handbooks, policy manuals and job application forms used by Seller in the Business. Copies of all such written agreements have been delivered to Buyer. Also shown on Schedule 4.12 are the names and dates of hire of each regular employee of the Business and each such person's rate of compensation and accrued vacation pay.
(b) Schedule 4.12 contains a complete list of "Plans" consisting of each:
Employees and Fringe Benefit Plans. (a) Schedule 3.14(a) hereto sets forth a complete list of all of the Company's directors, officers, wardens, assistant wardens, and other facility administrators, together with true and correct lists of any and all employment contracts, material fringe benefits and personnel policies. Except as provided in Schedule 3.14(a) hereto, the Company has no written employment agreements (other than non-compete agreements) with its employees.
(b) Schedule 3.14(b) hereto contains a list of each material employment, bonus, deferred compensation, pension, stock option, stock appreciation right, profit-sharing or retirement plan, arrangement or practice of the Company or to which the Company contributes or has contributed within three years prior to the date of this Agreement (collectively, the "Plans" and individually, a "Plan"). Copies of each such agreement or plan have heretofore been delivered or made available to Prison Realty. Except as provided on Schedule 3.14(b) hereto, the Company does not have any commitment (i) to create any additional such agreement, plan, arrangement or practice; or (ii) to modify or change any such agreement, plan, arrangement or practices other than as required by applicable law.
(c) Except as set forth in Schedule 3.14(c) hereto, (i) the Company has no unfunded past service liability in respect of any of its Plans subject to Title IV of the Employee Retirement Income Securities Act of 1974, as amended ("ERISA"); (ii) the actuarial value of vested benefits under any Plan of the Company subject to Title IV of ERISA, computed on a termination basis, does not exceed the fair market value of the fund assets relating to the Plan; (iii) neither the Company nor any Plan has engaged in any non-exempt prohibited transactions as defined in ERISA, or the Code; (iv) all filings and reports as to the Plans required to have been made on or prior to the Closing Date to the Internal Revenue Service, the United States Department of Labor or other Governmental Entities have been made; (v) there is no material litigation, disputed claim, governmental proceeding or investigation pending or, to the knowledge of the Company, threatened with respect to any of the Plans, the related trusts, or any fiduciary, trustee, administrator or sponsor of the Plans; (vi) the Plans have been established, maintained and administered in all material respects in accordance with their governing documents and applicable provisions of ERISA and the Code and Treasury Regulation...
Employees and Fringe Benefit Plans. (a) Schedule 4.17(a) identifies all consulting or employment agreements and other agreements with individual consultants or employees to which Temple is a party and which are either currently effective or will become effective at the Closing Date, as well as any employee handbooks, policy manuals and job application forms used by Temple. Copies of all such written agreements have been delivered to Buyer. Also shown on Schedule 4.17(a) are the names and dates of hire of each regular employee of Temple and each such person's rate of compensation and accrued vacation pay. No officer, manager or other key employee of Temple has notified Temple of an intention to terminate employment or to seek a material change in his terms of employment.
(b) Schedule 4.17(b) contains a complete list of "Plans" consisting of each:
Employees and Fringe Benefit Plans. (a) Schedule 5.18 contains a complete and accurate list of the following information for each employee or director of each Selling Party, including each employee on leave of absence or layoff status: employer; name; job title; current compensation paid or payable and any change in compensation since date of hire; vacation accrued; and service credited for purposes of vesting and eligibility to participate under any of such Selling Party’s pension, retirement, profit-sharing, thrift-savings, deferred compensation, stock bonus, stock option, cash bonus, employee stock ownership (including investment credit or payroll stock ownership), severance pay, insurance, medical, welfare, or vacation plan, or any other employee benefit plan.
(b) No Selling Party offers its respective employees any “employee benefit plans” as defined by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”).
(c) Each Selling Party has complied in all material respects with all applicable federal, state and local laws, rules and regulations relating to employees’ employment and/or employment relationships, including, without limitation, wage related laws, antidiscrimination laws, employee safety laws and COBRA (defined herein to mean the requirements of Code Section 4980B, Proposed Treasury Regulations Section 1.162-26 and Section 54.4980B-1 and Part 6 of Subtitle B of Title I of ERISA).
(d) No Selling Party is a party to any contract or agreement or requirement of law which would require Buyer to hire, or subject Buyer to liability if it did not hire, any employee of a Selling Party or which would require Buyer to pay or provide, or subject Buyer to liability if it did not pay or provide, any employee benefits (other than COBRA continuation coverage) to any employee of a Selling Party for periods prior to or after the Closing (including any and all employee benefits and any compensatory, overtime, vacation, sick or holiday pay).
(e) No employee or director of any Selling Party is a party to, or is otherwise bound by, any agreement or arrangement, including any confidentiality, non-competition, or proprietary rights agreement, between such employee or director and any other person or entity that in any way adversely affects or will affect (i) the performance of his duties as an employee or director of such Selling Party, or (ii) the ability of such Selling Party to conduct its business. To either Seller’s knowledge, no director, officer, or other key em...
