Employees and Plans. (a) The Company does not have, and has never had, any employees.
(b) The Company does not currently sponsor, maintain, contribute to or have any obligation to contribute to (whether contractually or otherwise), and has not in the past six years preceding the date hereof sponsored, maintained, contributed to or had any obligation to contribute to (whether contractually or otherwise), any Plan, and is not currently and has not been in the past six years preceding the date hereof a participating employer in any Plan.
(c) Except as would not result in any liability to the Company, each QEP Plan (and each related trust, insurance contract, or fund) complies in form and in operation in all material respects with all applicable Laws, rules and regulations and has been operated in all material respects in compliance with its terms.
(d) Except as would not result in any liability to the Company, no proceeding has been initiated or threatened by any person (including the PBGC) to terminate any QEP Plan subject to Title IV of ERISA.
(e) Except as would not result in any liability to the Company, no liability under Title IV of ERISA has been incurred by QEP, QEPFS or any ERISA Affiliate that has not been satisfied in full, other than liability for premiums that are not yet due and payable to the PBGC, and no facts or circumstances exist that could be expected to result in such liability.
(f) The Company has not incurred any obligation to pay money or any lien on its assets with respect to any Controlled Group Liability of QEP, QEPFS or any ERISA Affiliate, nor do any circumstances exist that could, as a result of the consummation of the transactions contemplated by this Agreement, result in the Company having immediately following the Closing, any Controlled Group Liability of QEP, QEPFS or any ERISA Affiliate.
(g) Except as would not result in any liability to the Company, there are no pending actions, claims, lawsuits, governmental investigations or audits that have been asserted or instituted against any QEP Plan (other than routine claims for benefits) and, no such actions, claims, lawsuits, investigations or audits have been threatened.
Employees and Plans. The Contributed Entities in which such Equity Contributor owns an equity interest do not have any employees or any liability, contingent or otherwise, with respect to any former employees, and the Contributed Entities in which such Equity Contributor owns an equity interest do not have any liability, contingent or otherwise, with respect to any Plan.
Employees and Plans. (a) The Company does not have, and has never had, any employees, independent contractors or consultants.
(b) The Company does not currently and has not ever maintained or contributed to any Plan or been a participating employer in any Plan.
Employees and Plans. Remora Holdings does not have any employees or any liability, contingent or otherwise, with respect to any former employees or any Plan.
Employees and Plans. SECTION 6.5. Use of Proceeds; Bank Credit Facility......................................................24 SECTION 6.6. Certain Tax Proceedings....................................................................24
Employees and Plans. (a) The Seller agrees to take all action required to ensure that, prior to the Closing Effective Time, (i) all hourly employees and salaried employees, if any, who are employed by any Target Companies or Target Subsidiaries and who perform substantially all of their services for or with respect to the recycled paperboard mill in Hutchinson, Kansas, are transferred to the employ of HM; (ii) all hourly employees and salaried employees, if any, who are employed by any of the Target Companies or Target Subsidiaries and who perform substantially all of their services for or with respect to RPCWV or the recycled paperboard mill in Halltown, West Virginia are transferred to the employ of RPCWV; (iii) all hourly employees and salaried employees, if any, who are employed by any of the Target Companies or Target Subsidiaries and who perform substantially all of their services for or at Seller's headquarters located at 811 Xxxx 00xx Xxxxxx, Xxxxxxxxxx, Xxxxxx, 00000, xxe transferred to the employ of Seller; and (iv) all salaried employees and hourly employees who are employed by the Seller or any of the Retained Companies and who perform substantially all of their services for or with respect to one of the Target Companies or Target Subsidiaries (other than the employees referred to in clause (iii) above), are transferred to the employ of the applicable Target Company or Target Subsidiary.
Employees and Plans. Attached hereto as Schedule 4.3(n) is a list of each compensation arrangement for each employee of the Company as of the date hereof. The Company has no employee pension plan, employee profit sharing plan or employee welfare benefit plan subject to the Employee Income Retirement Security Act of 1974 or any other employee pension plan, employee profit sharing plan and employee welfare benefit plan.
Employees and Plans. (a) The Acquired Entities do not have, and each Acquired Entity has never had, any employees, independent contractors or consultants.
(b) The Acquired Entities do not currently and each Acquired Entity has never maintained or contributed to any Plan or been a participating employer in any Plan or have any liability, contingent or otherwise, with respect to any Plan.
Employees and Plans. (a) The Company does not have, and has never had, any employees.
(b) The Company does not currently maintain or contribute to, and has not in the past six years preceding the date hereof maintained or contributed to, any Plan, and is not currently and has not been in the past six years preceding the date hereof a participating employer in any Plan.
(c) To the Company’s Knowledge, (i) except for the Plans set forth in Schedule 3.16 (the “Previous ERISA Affiliate Plans”), the Company does not have any liability, contingent or otherwise, for any Plan, and (ii) with respect to each Previous ERISA Affiliate Plan, (A) there has been no event or condition that presents a material risk of Plan termination; (B) no reportable event within the meaning of Section 4043 of ERISA (for which the disclosure requirements of regulation § 4043.1 et seq., promulgated by the Pension Benefit Guaranty Corporation (“PBGC”), have not been waived) has occurred during the time such Plan was a Previous ERISA Affiliate Plan; (C) no proceeding has been instituted under Section 4042 of ERISA to terminate the Plan; (D) all required contributions have been made with respect to the applicable Plan; (E) no notice of intent to terminate such Previous ERISA Affiliate Plan has been given under Section 4041 of ERISA; (F) no liability to the PBGC has been incurred (other than with respect to required premium payments), which liability has not been satisfied; and (G) no withdrawal liability, within the meaning of 4201 of ERISA, for which the Company could be liable has been incurred, which withdrawal liability has not been satisfied.
Employees and Plans. (a) Neither Tioga nor the Water Gathering Company has, or has ever had, any employees, independent contractors or consultants.
(b) Neither Tioga nor the Water Gathering Company currently or ever has maintained or contributed to any Plan or been a participating employer in any Plan.
