Employees and Related Agreements; ERISA. (a) Schedule 5.18(A) sets forth a list of each retirement, savings, thrift, deferred compensation, severance, stock ownership, stock purchase, stock option, performance, bonus, incentive, vacation or holiday pay, hospitalization or other medical, disability, life or other insurance, or other welfare, retiree welfare or benefit plan, policy, trust, understanding or arrangement of any kind, whether written or oral, to which Seller is a party or by which it is bound or pursuant to which it may be required to make any payment at any time, other than plans of the type described in Section 5.18(d) ("Seller's Non-ERISA Plans").
Employees and Related Agreements; ERISA. (a) Schedule 5.16(A) sets forth the name of each Benefit Plan maintained by the Seller or any ERISA Affiliate, or to which the Seller or any ERISA Affiliate is obligated to contribute, on behalf of any officer, director, employee or consultant of the Company or any other person who provides services thereto (collectively, the “Seller Benefit Plans”). The Company has never maintained any Benefit Plan and has no present or potential future liability whatsoever, whether direct, indirect, contingent or otherwise, with respect to any Seller Benefit Plan or any other Benefit Plan previously maintained by Seller or any ERISA Affiliate. Each Seller Benefit Plan from which any plan of Buyer will be accepting an “eligible rollover distribution” within the meaning of Code Section 402(c)(4) (a “Seller Transferor Plan”) has been in all material respects maintained and operated in conformity with all applicable Requirements of Laws, including the Code and ERISA, and in accordance with the terms of such Transferor Benefit Plan, and no circumstances exist which could result in loss of qualification under Section 401(a) of the Code. With respect to each Seller Transferor Plan, there is no pending or, to the Knowledge of Seller, threatened (i) Proceeding (other than routine claims for benefits) or (ii) audit, inquiry or examination by any Governmental Body. Each Seller Transferor Plan has received a favorable determination letter from the IRS that such Seller Transferor Plan is so qualified under the Code or is based on a prototype document that has received a favorable opinion letter from the IRS.
Employees and Related Agreements; ERISA. (a) Schedule 5.14(A) sets forth a list of each material “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), “employee welfare benefit plan” (as such term is defined in Section 3(1) of ERISA), retirement, savings, thrift, deferred compensation, severance, stock ownership, stock purchase, stock option, performance, bonus, incentive, retention, vacation or holiday pay, hospitalization or other medical, disability, life or other insurance, employment, consulting, change in control, retiree or other compensation or benefit plan, policy, trust, agreement, understanding or arrangement of any kind (whether oral or written) that provides benefits to employees or former employees or service providers of the Business, and to which Seller or any of its Affiliates, with respect to the Business, is a party or by which it is bound or pursuant to which it would be required to make any payment at any time (each, a “Seller Plan”). Schedule 5.14(A) lists each Seller Plan and separately identifies each Seller Plan that is maintained by an Acquired Subsidiary or maintained outside of the United States with respect to Business Employees or for Business Employees who are located primarily outside of the United States (each, an “Assumed Benefit Plan”) (including whether each such Assumed Benefit Plan that provides retirement or pension benefits provides such benefits on defined contribution or defined benefit basis). Except for the two individuals to be transferred out of the Acquired Subsidiaries prior to Closing as identified on Schedule 8.4(A), the Assumed Benefit Plans only provide benefits to Business Employees.
Employees and Related Agreements; ERISA. (a) Except as set forth in part (a) of Schedule 3.18, neither any of the Companies nor any ERISA Affiliate maintains or contributes to, or has any obligation to contribute to or, during the last six years, has maintained, contributed to or been obligated to contribute to, and neither any of the Companies nor any ERISA Affiliate has any liability (including, without limitation, a liability arising out of an indemnification, guarantee, hold harmless or similar agreement) with respect to, any Plan. No severance pay policy or procedure is maintained by any of the Companies or CAMP which does or could apply to employees of any of the Companies or the Businesses in any form, whether written or unwritten, and whether or not disclosed to one or more employees. All Plans identified in part (a) of Schedule 3.18 are in compliance in all material respects with the applicable provisions of ERISA, the Code and the Plan documents.
Employees and Related Agreements; ERISA. Seller neither maintains nor contributes to, and has never maintained or contributed to, either an Employee Plan that is subject to Title IV of ERISA or a multiemployer plan within the meaning of Section 3(37) of ERISA. Seller is current in the payment of all wages and benefits to all of its employees. Seller has fewer than 100 employees (including part-time employees) and is not a “covered employer” under or otherwise subject to the Worker Adjustment Retraining and Notification Act of 1988 by reason of the transactions contemplated by this Agreement.
Employees and Related Agreements; ERISA. (a) Set forth on Schedule 5.17(a) is a list of each Company Plan. As used herein, (i) “Company Plan” means a “pension plan” (as defined in Section 3(2) of ERISA), a “welfare plan” (as defined in Section 3(1) of ERISA), or any other written or oral bonus, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, restricted stock, stock appreciation right, holiday pay, vacation, retention, severance, medical, dental, vision, disability, death benefit, sick leave, fringe benefit, insurance or other plan, arrangement or understanding, in each case established or maintained by the Company or any of its ERISA Affiliates (as hereinafter defined) or as to which the Company or any of its ERISA Affiliates has contributed or otherwise may have any liability. Notwithstanding the foregoing, “Company Plan” shall not include any plan, policy, practice, arrangement or understanding no longer in effect unless the Company or any ERISA Affiliates still may have any potential liability (direct, indirect, contingent or otherwise) relating thereto.
Employees and Related Agreements; ERISA. (a) Disclosure Letter Schedule 5.13(A) sets forth a list of each material retirement, savings, thrift, deferred compensation, severance, stock ownership, stock purchase, stock option, performance, bonus, incentive, vacation or holiday pay, hospitalization or other medical, disability, life or other insurance, or other welfare, retiree welfare or benefit plan, policy, trust, understanding or arrangement of any kind, whether written or oral, whether or not subject to ERISA, to which Parent or Seller, with respect to the Business, is a party or by which it is bound or pursuant to which it may be required to make any payment at any time, other than plans of the type described in Section 5.13(d) and those plans or arrangements for which Parent or Seller no longer has any obligation (“Seller’s Plans”).
Employees and Related Agreements; ERISA. (a) Section 3.15(a) of the Company Disclosure Schedule contains a true, correct and complete list as of the date of this Agreement of each employee benefit plan, agreement or policy (including any “employee benefit plan” as defined in Section 3(3) of ERISA, compensation arrangements, employment and severance agreements, and employment offer letters) sponsored by, maintained by, contributed to, or participated in by the Company, or to which the Company is a party or has or may have any liability, or under which current or former employees or independent contractors of the Company benefit (each, a “Company Benefit Plan” and, collectively, the “Company Benefit Plans”). The Company has made available to Optionee and its agents and representatives copies of (i) each Company Benefit Plan; (ii) the most recent annual report (Form 5500) filed with the IRS with respect to each such Company Benefit Plan; (iii) each trust agreement and any other material written agreement relating to each such Company Benefit Plan; (iv) the most recent summary plan description for each such Company Benefit Plan for which a summary plan description is required, and (v) the most recent determination or opinion letter issued by the IRS with respect to any such Company Benefit Plan intended to be qualified under Section 401(a) of the Code. No Company Benefit Plan is subject to Title IV of ERISA, covers any employees or independent contractors outside the United States, is a multiple employer plan, or provides health or welfare benefits to retirees. Each Company Benefit Plan covering two or more individuals can be amended, terminated or otherwise discontinued in accordance with its terms, without the consent of plan participants, and without liability to the Company other than ordinary administrative expenses and the payment of any accrued benefits.
Employees and Related Agreements; ERISA. (a) Schedule 4.10 contains a description of each "employee pension benefit plan" (as such term is defined in Section 3(2) of Employee Retirement Income Security Act of 1974, as amended ("ERISA")) or "welfare benefit plan" (as such term is defined in Section 3(1) of ERISA), maintained by PSC, or with respect to which PSC is required to contribute, on behalf of any employees of PSC. Each of the plans described in such schedule which is intended to qualify under Section 401(a) of the Internal Revenue Code (the "Code"), other than any "multiemployer plan" (as such term is defined in Section 3(37) of ERISA) has received a favorable determination letter from the IRS, and no event has occurred which would cause any such plan to cease being so qualified. Each of the plans described on such schedule (other than any multiemployer plans) complies in form in all material respects in accordance with the requirements of ERISA and, where applicable, the Code. To the best knowledge of PSC, each multiemployer plan is qualified under Section 401(a) of the Code and complies in form in all material respects and has been administered in all material respects in accordance with the requirements of ERISA and, where applicable, the Code.
Employees and Related Agreements; ERISA. (a) Set forth in Schedule 5.15(a) is a true and complete list of each “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) maintained by the Company, a Subsidiary or an ERISA Affiliate (defined in paragraph (f) below), or with respect to which the Company, a Subsidiary or an ERISA Affiliate is or will be required to make any payment, or which provides or will provide benefits to present or prior employees of the Company, a Subsidiary or an ERISA Affiliate due to such employment (the “Pension Plans”). Set forth in Schedule 5.15(a) is a true and complete list of each “employee welfare benefit plan” (as such term is defined in Section 3(1) of ERISA) maintained by the Company or a Subsidiary, or with respect to which the Company or a Subsidiary is or will be required to make any payment, or which provides or will provide benefits to present or prior employees of the Company or a Subsidiary due to such employment (the “Welfare Plans”) (the Pension Plans and Welfare Plans being the “ERISA Benefit Plans”). None of the Company, any Subsidiary or any ERISA Affiliate has ever maintained, contributed to or has any potential liability with respect to any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) that is or has ever been subject to Section 302 of ERISA (including any defined benefit plan within the meaning of Section 3(35) of ERISA and any multiemployer plan within the meaning of 3(37) of ERISA).
