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. (b) Neither any of the Companies nor any ERISA Affiliate maintains, contributes to or is obligated to contribute to, or, during the last six years, has maintained, contributed to or been obligated to contribute to, any Single Employer Defined Benefit Plan and, except as set forth in part (b) of Schedule 3.18, neither any of the Companies nor any ERISA Affiliate maintains, contributes to or is obligated to contribute to or, during the last six years, has maintained, contributed to or been obligated to contribute to, any Multiemployer Plan or any Multiple Employer Plan or multiple employer welfare arrangement as defined in Section 3(40) of ERISA. (c) No event has occurred in connection with which CAMP or any of the Companies or any Plan identified in Schedule 3.18 or any "plan administrator" (as defined in Section 3(16) of ERISA) thereof, directly or indirectly, is or could be subject to liability, other than for routine claims for benefits, contingent or otherwise, or any lien, whether or not perfected, under the terms of any Plan or under ERISA, the Code or any other law, regulation or governmental order applicable to any Plan at any time maintained or contributed to by any of the Companies or any ERISA Affiliate, including, without limitation, Sections 302(f), 404, 406, 409, 502(c)(1), 502(c)(3), 502(g), 502(i), 502(1), 601, 602, 603, 604, 605, 606, 607, 608, 4062, 4063, 4064, 4068, 4069, 4071 or 4201 of ERISA, or Sections 412(n), 4971, 4975, 4976, 4980B or 5000 of the Code, or under any agreement, instrument, statute, rule of law or regulation pursuant to or under which CAMP or any of the Companies has agreed to indemnify or is required to indemnify any person against liability incurred under, or for a violation or failure to satisfy the requirements of, any such statute, regulation or order. No Plan listed in Schedule 3.18 is subject to Section 302 of ERISA or Section 412 of the Code. (d) All payments and contributions due from CAMP or the Companies under each Plan identified in Schedule 3.18 have been made and all amounts properly accrued to date as liabilities of CAMP or the Companies which have not been paid have been or will, prior to the Closing Date, have been properly recorded on the books of CAMP or the Companies and, to the extent not theretofore paid, will be reflected as a liability on Schedule 3.18 hereto. (e) No Welfare Benefit Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured) with respect to any current or former employee of CAMP or any of the Companies or the Businesses beyond his or her retirement or other termination of service other than (i) coverage mandated by applicable law or (ii) disability benefits that have been fully provided for by insurance or otherwise. (f) The transactions contemplated by this Agreement will not result in any payment or series of payments by the Buyer, CAMP or any of the Companies to any person of an "excess parachute payment" within the meaning of Section 280G of the Code. (g) The consummation of the transactions contemplated by this Agreement will not (i) entitle any employee or former employee of CAMP or any of the Companies or the Businesses to severance pay, unemployment compensation or any other payment except as expressly provided in this Agreement or (ii) result in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available. (h) There has been delivered or made available to the Buyer with respect to each Plan identified in Schedule 3.18: (i) A copy of the annual report (with accompanying schedules and exhibits), if required under ERISA, which has been filed with respect to such Plan for the two most recently completed plan years. The information contained in such report (including such schedules and exhibits) is true and complete and there has been no material adverse change in the condition of such Plan, Financial or otherwise, since the date thereof; (ii) A copy of the actuarial report, if any, with respect to each such Plan for the last two years. The information contained therein, and the information furnished by the administrator of such Plan or by any of the Companies or any ERISA Affiliate in connection with the preparation thereof, is true and complete and there has been no material adverse change therein since the date thereof; (iii) A copy of the most recent summary plan description, Together with each Summary of Material Modifications with respect thereto, required under ERISA with respect to such Plan, all material employee communications relating to such Plan, distributed within the last 12 months and a true and complete copy of such Plan together with any current filings with the Internal Revenue Service; (iv) If such Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding vehicle and the latest financial statements thereof; and (v) the most recent determination letter received from the Internal Revenue Service with respect to each Plan that is intended to qualify under Section 401 of the Code. (i) Neither any of the Companies nor any ERISA Affiliate has made any agreement, understanding or promise, whether written or oral, to create, establish, sponsor, maintain or contribute, directly or indirectly, to or under any additional Plan for the benefit of current or former employees of CAMP, the Companies or the Businesses nor, except as set forth in part (i) of Schedule 3.18, to amend or modify any existing Plan identified in Schedule 3.18 in any manner not reflected in the plan documents of such Plan delivered or provided to the Buyer on or before the date hereof. (j) Each Plan to which any of the Companies or any ERISA Affiliate contributes or has any obligation to contribute which is intended to be qualified under Section 401 of the Code, has received a favorable determination letter from the Internal Revenue Service with respect to such qualification and with respect to the exemption from tax of the trusts created thereunder under Section 501(a) of the Code, or will within the appropriate remedial amendment period under Section 401(b) of the Code, apply for such letter, and nothing has occurred that has affected or is likely to affect adversely such qualification or exemption since the date of any such letter with respect to each Plan. (k) All material reports and other information required under ERISA or any other applicable law or regulation to be filed in respect of any Plan by the administrator thereof or by any of the Companies or any ERISA Affiliate on or prior to the date hereof with the relevant governmental authority and/or distributed or made available to any Plan participant and beneficiary (including "alternate payees", as such term is defined in Section 206(d)(3)(K) of ERISA), as the case may be, have been filed, distributed or made available in accordance with ERISA or such other applicable law or regulation, as the case may be, and all such reports and other information are true and complete in all material respects as of the date given. (l) Neither CAMP nor any of the Companies has entered into any agreement, written or otherwise, relating to any Plan providing medical benefits obligating CAMP or any of the Companies or its successor in interest to make any supplemental or retrospective premium payments for the current or any prior contract period in the event of adverse experience, termination of the minimum premium arrangement or termination of an insurance contract relating to such Plan. (m) There are no claims, lawsuits, arbitrations or other actions pending or threatened against any of the Companies or any ERISA Affiliate or any administrator, trustee or other fiduciary of any Plan listed on Schedule 3.18 with respect to any Plan listed on Schedule 3.18. No prohibited transaction has occurred under any such Plan. (n) No Plan listed on Schedule 3.18 is under audit or investigation by the Internal Revenue Service or the U.S. Department of Labor or any other governmental body, and no completed audit or investigation, if any, has resulted in the imposition of any tax or penalty. (o) There are no leased employees within the meaning of Section 414(n) of the Code who perform services for CAMP or any of the Companies or the Businesses.
Appears in 1 contract
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.
(b) Neither any of the Companies nor any ERISA Affiliate maintains, contributes to or is obligated to contribute to, or, during the last six years, has maintained, contributed to or been obligated to contribute to, any Single Employer Defined Benefit Plan and, except as set forth in part (b) of Schedule 3.18, neither any of the Companies nor any ERISA Affiliate maintains, contributes to or is obligated to contribute to or, during the last six years, has maintained, contributed to or been obligated to contribute to, any Multiemployer Plan or any Multiple Employer Plan or multiple employer welfare arrangement as defined in Section 3(40) of ERISA.
(c) No event has occurred in connection with which CAMP or any of the Companies or any Plan identified in Schedule 3.18 or any "plan administrator" (as defined in Section 3(16) of ERISA) thereof, directly or indirectly, is or could be subject to liability, other than for routine claims for benefits, contingent or otherwise, or any lien, whether or not perfected, under the terms of any Plan or under ERISA, the Code or any other law, regulation or governmental order applicable to any Plan at any time maintained or contributed to by any of the Companies or any ERISA Affiliate, including, without limitation, Sections 302(f), 404, 406, 409, 502(c)(1), 502(c)(3), 502(g), 502(i), 502(1), 601, 602, 603, 604, 605, 606, 607, 608, 4062, 4063, 4064, 4068, 4069, 4071 or 4201 of ERISA, or Sections 412(n), 4971, 4975, 4976, 4980B or 5000 of the Code, or under any agreement, instrument, statute, rule of law or regulation pursuant to or under which CAMP or any of the Companies has agreed to indemnify or is required to indemnify any person against liability incurred under, or for a violation or failure to satisfy the requirements of, any such statute, regulation or order. No Plan listed in Schedule 3.18 is subject to Section 302 of ERISA or Section 412 of the Code.
(d) All payments and contributions due from CAMP or the Companies under each Plan identified in Schedule 3.18 have been made and all amounts properly accrued to date as liabilities of CAMP or the Companies which have not been paid have been or will, prior to the Closing Date, have been properly recorded on the books of CAMP or the Companies and, to the extent not theretofore paid, will be reflected as a liability on Schedule 3.18 hereto.
(e) No Welfare Benefit Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured) with respect to any current or former employee of CAMP or any of the Companies or the Businesses beyond his or her retirement or other termination of service other than (i) coverage mandated by applicable law or (ii) disability benefits that have been fully provided for by insurance or otherwise.
(f) The transactions contemplated by this Agreement will not result in any payment or series of payments by the Buyer, CAMP or any of the Companies to any person of an "excess parachute payment" within the meaning of Section 280G of the Code.
(g) The consummation of the transactions contemplated by this Agreement will not (i) entitle any employee or former employee of CAMP or any of the Companies or the Businesses to severance pay, unemployment compensation or any other payment except as expressly provided in this Agreement or (ii) result in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available.
(h) There has been delivered or made available to the Buyer with respect to each Plan identified in Schedule 3.18:
(i) A copy of the annual report (with accompanying schedules and exhibits), if required under ERISA, which has been filed with respect to such Plan for the two most recently completed plan years. The information contained in such report (including such schedules and exhibits) is true and complete and there has been no material adverse change in the condition of such Plan, Financial or otherwise, since the date thereof;
(ii) A copy of the actuarial report, if any, with respect to each such Plan for the last two years. The information contained therein, and the information furnished by the administrator of such Plan or by any of the Companies or any ERISA Affiliate in connection with the preparation thereof, is true and complete and there has been no material adverse change therein since the date thereof;
(iii) A copy of the most recent summary plan description, Together with each Summary of Material Modifications with respect thereto, required under ERISA with respect to such Plan, all material employee communications relating to such Plan, distributed within the last 12 months and a true and complete copy of such Plan together with any current filings with the Internal Revenue Service;
(iv) If such Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding vehicle and the latest financial statements thereof; and
(v) the most recent determination letter received from the Internal Revenue Service with respect to each Plan that is intended to qualify under Section 401 of the Code.
(i) Neither any of the Companies nor any ERISA Affiliate has made any agreement, understanding or promise, whether written or oral, to create, establish, sponsor, maintain or contribute, directly or indirectly, to or under any additional Plan for the benefit of current or former employees of CAMP, the Companies or the Businesses nor, except as set forth in part (i) of Schedule 3.18, to amend or modify any existing Plan identified in Schedule 3.18 in any manner not reflected in the plan documents of such Plan delivered or provided to the Buyer on or before the date hereof.
(j) Each Plan to which any of the Companies or any ERISA Affiliate contributes or has any obligation to contribute which is intended to be qualified under Section 401 of the Code, has received a favorable determination letter from the Internal Revenue Service with respect to such qualification and with respect to the exemption from tax of the trusts created thereunder under Section 501(a) of the Code, or will within the appropriate remedial amendment period under Section 401(b) of the Code, apply for such letter, and nothing has occurred that has affected or is likely to affect adversely such qualification or exemption since the date of any such letter with respect to each Plan.
(k) All material reports and other information required under ERISA or any other applicable law or regulation to be filed in respect of any Plan by the administrator thereof or by any of the Companies or any ERISA Affiliate on or prior to the date hereof with the relevant governmental authority and/or distributed or made available to any Plan participant and beneficiary (including "alternate payees", as such term is defined in Section 206(d)(3)(K) of ERISA), as the case may be, have been filed, distributed or made available in accordance with ERISA or such other applicable law or regulation, as the case may be, and all such reports and other information are true and complete in all material respects as of the date given.
(l) Neither CAMP nor any of the Companies has entered into any agreement, written or otherwise, relating to any Plan providing medical benefits obligating CAMP or any of the Companies or its successor in interest to make any supplemental or retrospective premium payments for the current or any prior contract period in the event of adverse experience, termination of the minimum premium arrangement or termination of an insurance contract relating to such Plan.
(m) There are no claims, lawsuits, arbitrations or other actions pending or threatened against any of the Companies or any ERISA Affiliate or any administrator, trustee or other fiduciary of any Plan listed on Schedule 3.18 with respect to any Plan listed on Schedule 3.18. No prohibited transaction has occurred under any such Plan.
(n) No Plan listed on Schedule 3.18 is under audit or investigation by the Internal Revenue Service or the U.S. Department of Labor or any other governmental body, and no completed audit or investigation, if any, has resulted in the imposition of any tax or penalty.
(o) There are no leased employees within the meaning of Section 414(n) of the Code who perform services for CAMP or any of the Companies or the Businesses.the
Appears in 1 contract
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.
(b) Neither any of the Companies nor any ERISA Affiliate maintains, contributes to or is obligated to contribute to, or, during the last six years, has maintained, contributed to or been obligated to contribute to, any Single Employer Defined Benefit Plan and, except as set forth in part (b) of Schedule 3.18, neither any of the Companies nor any ERISA Affiliate maintains, contributes to or is obligated to contribute to or, during the last six years, has maintained, contributed to or been obligated to contribute to, any Multiemployer Plan or any Multiple Employer Plan or multiple employer welfare arrangement as defined in Section 3(40) of ERISA.
(c) No event has occurred in connection with which CAMP or any of the Companies or any Plan identified in Schedule 3.18 or any "plan administrator" (as defined in Section 3(16) of ERISA) thereof, directly or indirectly, is or could be subject to liability, other than for routine claims for benefits, contingent or otherwise, or any lien, whether or not perfected, under the terms of any Plan or under ERISA, the Code or any other law, regulation or governmental order applicable to any Plan at any time maintained or contributed to by any of the 18 Companies or any ERISA Affiliate, including, without limitation, Sections 302(f), 404, 406, 409, 502(c)(1), 502(c)(3), 502(g), 502(i), 502(1), 601, 602, 603, 604, 605, 606, 607, 608, 4062, 4063, 4064, 4068, 4069, 4071 or 4201 of ERISA, or Sections 412(n), 4971, 4975, 4976, 4980B or 5000 of the Code, or under any agreement, instrument, statute, rule of law or regulation pursuant to or under which CAMP or any of the Companies has agreed to indemnify or is required to indemnify any person against liability incurred under, or for a violation or failure to satisfy the requirements of, any such statute, regulation or order. No Plan listed in Schedule 3.18 is subject to Section 302 of ERISA or Section 412 of the Code.
(d) All payments and contributions due from CAMP or the Companies or CAMP under each Plan identified in Schedule 3.18 have been made and all amounts properly accrued to date as liabilities of CAMP or the Companies which have not been paid have been or will, prior to the Closing Date, have been properly recorded on the books of CAMP or and the Companies and, to the extent not theretofore paid, will be reflected as a liability on Schedule 3.18 hereto.
(e) No Welfare Benefit Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured) with respect to any current or former employee of CAMP or any of the Companies or the Businesses beyond his or her retirement or other termination of service other than (i) coverage mandated by applicable law or (ii) disability benefits that have been fully provided for by insurance or otherwise.
(f) The transactions contemplated by this Agreement will not result in any payment or series of payments by the Buyer, CAMP or any of the Companies to any person of an "excess parachute payment" within the meaning of Section 280G of the Code.
(g) The consummation of the transactions contemplated by this Agreement will not (i) entitle any employee or former employee of CAMP or any of the Companies or the Businesses to severance pay, unemployment compensation or any other payment except as expressly provided in this Agreement or (ii) result in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available.
(h) There has been delivered or made available to the Buyer with respect to each Plan identified in Schedule 3.18:
(i) A copy of the annual report (with accompanying schedules and exhibits), if required under ERISA, which has been filed with respect to such Plan for the two most recently completed plan years. The information contained in such report (including such schedules and exhibits) is true and complete and there has been no material adverse change in the condition of such Plan, Financial financial or otherwise, since the date thereof;
(ii) A copy of the actuarial report, if any, with respect to each such Plan for the last two years. The information contained therein, and the information furnished by the administrator of such Plan or by any of the Companies or any ERISA Affiliate in connection with the preparation thereof, is true and complete and there has been no material adverse change therein since the date thereof;
(iii) A copy of the most recent summary plan description, Together together with each Summary of Material Modifications with respect thereto, required under ERISA with respect to such Plan, all material employee communications relating to such Plan, distributed within the last 12 months and a true and complete copy of such Plan together with any current filings with the Internal Revenue Service;
(iv) If such Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding vehicle and the latest financial statements thereof; and
(v) the The most recent determination letter received from the Internal Revenue Service with respect to each Plan that is intended to qualify under Section 401 of the Code.
(i) Neither any of the Companies nor any ERISA Affiliate has made any agreement, understanding or promise, whether written or oral, to create, establish, sponsor, maintain or contribute, directly or indirectly, to or under any additional Plan for the benefit of current or former employees of CAMP, the Companies or the Businesses nor, except as set forth in part (i) of Schedule 3.18, to amend or modify any existing Plan identified in Schedule 3.18 in any manner not reflected in the plan documents of such Plan delivered or provided to the Buyer on or before the date hereof.
(j) Each Plan to which any of the Companies or any ERISA Affiliate contributes or has any obligation to contribute which is intended to be qualified under Section 401 of the Code, has received a favorable determination letter from the Internal Revenue Service with respect to such qualification and with respect to the exemption from tax of the trusts created thereunder under Section 501(a) of the Code, or will within the appropriate remedial amendment period under Section 401(b) of the Code, apply for such letter, and nothing has occurred that has affected or is likely to affect adversely such qualification or exemption since the date of any such letter with respect to each Plan.
(k) All material reports and other information required under ERISA or any other applicable law or regulation to be filed in respect of any Plan by the administrator thereof or by any of the Companies or any ERISA Affiliate on or prior to the date hereof with the relevant governmental authority and/or distributed or made available to any Plan participant and beneficiary (including "alternate payees", as such term is defined in Section 206(d)(3)(K) of ERISA), as the case may be, have been filed, distributed or made available in accordance with ERISA or such other applicable law or regulation, as the case may be, and all such reports and other information are true and complete in all material respects as of the date given.
(l) Neither CAMP nor any of the Companies has entered into any agreement, written or otherwise, relating to any Plan providing medical benefits obligating CAMP or any of the Companies or its successor in interest to make any supplemental or retrospective premium payments for the current or any prior contract period in the event of adverse experience, termination of the minimum premium arrangement or termination of an insurance contract relating to such Plan.
(m) There are no claims, lawsuits, arbitrations or other actions pending or threatened against any of the Companies or any ERISA Affiliate or any administrator, trustee or other fiduciary of any Plan listed on Schedule 3.18 with respect to any Plan listed on Schedule 3.18. No prohibited transaction has occurred under any such Plan.
(n) No Plan listed on Schedule 3.18 is under audit or investigation by the Internal Revenue Service or the U.S. Department of Labor or any other governmental body, and no completed audit or investigation, if any, has resulted in the imposition of any tax or penalty.
(o) There are no leased employees within the meaning of Section 414(n) of the Code who perform services for CAMP or any of the Companies or the Businesses.
Appears in 1 contract
Employees and Related Agreements; ERISA. (a) Except as set forth in part (a) of Schedule 3.185.18, neither any of the Companies no Seller Entity 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 no Seller Entity 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 Except as set forth in part (a) of Schedule 5.18, no severance pay policy or procedure is maintained by any of the Companies or CAMP Seller Entity 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.
(b) Neither any of the Companies No Seller Entity nor any ERISA Affiliate maintains, contributes to or is obligated to contribute to, or, during the last six years, has maintained, contributed to or been obligated to contribute to, any Single Employer Defined Benefit Plan and, except as set forth in part (b) of Schedule 3.18, neither any of the Companies and no Seller Entity nor any ERISA Affiliate maintains, contributes to or is obligated to contribute to or, during the last six years, has maintained, contributed to or been obligated to contribute to, any Multiemployer Plan or any Multiple Employer Plan or multiple employer welfare arrangement as defined in Section 3(40) of ERISA, except as set forth in part (b) of Schedule 5.18.
(c) No [Except as set forth in part (c) of Schedule 5.18, to the knowledge of the Seller Entities, no event has occurred in connection with which CAMP or any of the Companies Seller Entity or any Plan identified in Schedule 3.18 5.18 or any "plan administrator" (as defined in Section 3(16) of ERISA) thereof, directly or indirectly, is or could be subject to liability, other than for routine claims for benefits, contingent or otherwise, or any lien, whether or not perfected, under the terms of any Plan or under ERISA, the Code or any other law, regulation or governmental order applicable to any Plan at any time maintained or contributed to by any of the Companies Seller Entity or any ERISA Affiliate, including, without limitation, Sections 302(f), 404, 406, 409, 502(c)(1), 502(c)(3), 502(g), 502(i), 502(1), 601, 602, 603, 604, 605, 606, 607, 608, 4062, 4063, 4064, 4068, 4069, 4071 or 4201 of ERISA, or Sections 412(n), 4971, 4975, 4976, 4980B or 5000 of the Code, or under any agreement, instrument, statute, rule of law or regulation pursuant to or under which CAMP or any of the Companies such Seller Entity has agreed to indemnify or is required to indemnify any person against liability incurred under, or for a violation or failure to satisfy the requirements of, any such statute, regulation or order. No Except as set forth in part (c) of Schedule 5.18, no Plan listed in Schedule 3.18 5.18 is subject to Section 302 of ERISA or Section 412 of the Code.
(d) All Except as set forth in part (d) of Schedule 5.18, all payments and contributions due from CAMP or the Companies Seller Entities under each Plan identified in Schedule 3.18 5.18 have been made and all amounts properly accrued to date as liabilities of CAMP or the Companies Seller Entities which have not been paid have been or will, prior to the Closing Date, have been properly recorded on the books of CAMP or the Companies Seller Entities and, to the extent not theretofore paid, will be reflected as a liability on Schedule 3.18 5.18 hereto.
(e) No Welfare Benefit Plan provides benefits, including, without limitation, death or medical benefits (whether or not insured) with respect to any current or former employee of CAMP or any of the Companies or the Businesses beyond his or her retirement or other termination of service other than (i) coverage mandated by applicable law or (ii) disability benefits that have been fully provided for by insurance or otherwise.
(f) The Except as set forth in part (f) of Schedule 5.18, the transactions contemplated by this Agreement will not result in any payment or series of payments by the Buyer, CAMP Acquisition Corp. or any of the Companies Seller Entity to any person of an "excess a parachute payment" payment within the meaning of Section 280G of the Code.
(g) The Except as set forth in part (g) of Schedule 5.18, the consummation of the transactions contemplated by this Agreement will not (i) entitle any employee or former employee of CAMP or any of the Companies or the Businesses to severance pay, unemployment compensation or any other payment except as expressly provided in this Agreement or (ii) result in any prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code for which an exemption is not available.
(h) There has been delivered or made available to the Buyer Purchaser Entities with respect to each Plan (other than a Multiemployer Plan) identified in Schedule 3.185.18:
(i) A copy of the annual report (with accompanying schedules and exhibits), if required under ERISA, which has been filed with respect to such Plan for the two most recently completed plan years. The information contained in such report (including such schedules and exhibits) is true and complete and there has been no material adverse change in the condition of such Plan, Financial financial or otherwise, since the date thereof;
(ii) A copy of the actuarial report, if any, with respect to each such Plan for the last two years. The information contained therein, and the information furnished by the administrator of such Plan or by any of the Companies Seller Entity or any ERISA Affiliate in connection with the preparation thereof, is true and complete and there has been no material adverse change therein since the date thereof;
(iii) A copy of the most recent summary plan description, Together together with each Summary of Material Modifications with respect thereto, required under ERISA with respect to such Plan, all material employee communications relating to such Plan, distributed within the last 12 months and a true and complete copy of such Plan together with any current filings with the Internal Revenue Service;
(iv) If such Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding vehicle and the latest financial statements thereof; and
(v) the The most recent determination letter received from the Internal Revenue Service with respect to each Plan that is intended to qualify under Section 401 of the Code.
(i) Neither any of the Companies Seller Entity nor any ERISA Affiliate has made any agreement, understanding or promise, whether written or oral, to create, establish, sponsor, maintain or contribute, directly or indirectly, to or under any additional Plan for the benefit of current or former employees of CAMP, the Companies or the Businesses nor, except as set forth in part (i) of Schedule 3.185.18, to amend or modify any existing Plan identified in Schedule 3.18 5.18 in any manner not reflected in the plan documents of such Plan delivered or provided made available to the Buyer Purchaser Entities on or before the date hereof.
(j) Each Except as set forth in part (j) of Schedule 5.18, each Plan to which any of the Companies Seller Entity or any ERISA Affiliate contributes or has any obligation to contribute which is intended to be qualified under Section 401 of the Code, has received a favorable determination letter from the Internal Revenue Service with respect to such qualification and with respect to the exemption from tax of the trusts created thereunder under Section 501(a) of the Code, or will within the appropriate remedial amendment period under Section 401(b) of the Code, apply for such letter, and nothing has occurred that has affected or or, to any Seller Entities' knowledge, is likely adversely to affect adversely such qualification or exemption since the date of any such letter with respect to each Plan.
(k) All material Except as set forth in part (k) to Schedule 5.18, all reports and other information required under ERISA or any other applicable law or regulation to be filed in respect of any Plan by the administrator thereof or by any of the Companies Seller Entity or any ERISA Affiliate on or prior to the date hereof with the relevant governmental authority and/or distributed or made available to any Plan participant and beneficiary (including "alternate payees", as such term is defined in Section 206(d)(3)(K) of ERISA), as the case may be, have been filed, distributed or made available in accordance with ERISA or such other applicable law or regulation, as the case may be, except where such failure to so file, distribute or make available such reports or other information, individually or in the aggregate, would not have a Material Adverse Effect on any Seller Entity, and all such reports and other information are true and complete in all material respects as of the date given.
(l) Neither CAMP nor any of the Companies No Seller Entity has entered into any agreement, written or otherwise, relating to any Plan providing medical benefits obligating CAMP or any of the Companies such Seller Entity or its successor in interest to make any supplemental or retrospective premium payments for the current or any prior contract period in the event of adverse experience, termination of the minimum premium arrangement or termination of an insurance contract relating to such Plan.
(m) There Except as disclosed in part (m) of Schedule 5.18, there are no claims, lawsuits, arbitrations or other actions pending or (except for pending proceedings with respect to which process has not been served on any Seller Entity) or, to the knowledge of any Seller Entity, threatened against any of the Companies Seller Entity or any ERISA Affiliate or any administrator, trustee or other fiduciary of any Plan listed on in Schedule 3.18 5.18 with respect to any Plan listed on in Schedule 3.185.18. No prohibited transaction has occurred under any such Plan.
(n) No Plan (other than a Multiemployer Plan) listed on in Schedule 3.18 5.18 is under audit or to the knowledge of the Seller Entities, under investigation by the Internal Revenue Service or the U.S. Department of Labor or any other governmental body, and no completed audit or investigationinvestigation of any such Plan, if any, has resulted in the imposition of any tax or penalty. To the knowledge of the Seller Entities, no Multiemployer Plan listed in Schedule 5.18 is under audit or under investigation by the Internal Revenue Service or the U.S. Department of Labor or any other governmental body, and no completed audit or investigation of any such Plan, if any, has resulted in the imposition of any tax or penalty.
(o) There are no leased employees within the meaning of Section 414(n) of the Code who perform services for CAMP or any of the Companies or the Businesses.
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