Employees; Employee Benefit Plans; ERISA. 3.21.1 All material obligations of Tehama or its Subsidiaries for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits or social security benefits, whether arising by operation of law, by contract or by past custom, have been properly accrued for the periods covered thereby on the Tehama Financial Statements and paid when due. All material obligations of Tehama or its Subsidiaries, whether arising by operation of law, by contract or by past custom for vacation or holiday pay, bonuses and other forms of compensation which are payable to their respective directors, officers, employees or agents have been properly accrued on the Tehama Financial Statements for the periods covered thereby and paid when due. Except as set forth on Schedule 3.21.1, there are no unfair labor practice complaints, strikes, slowdowns, stoppages or other controversies pending or, to the Knowledge of Tehama, attempts to unionize or controversies threatened between Tehama or any Subsidiary or Affiliate and or relating to, any of their employees that are likely to have a Material Adverse Effect on Tehama and its Subsidiaries, taken as a whole. None of Tehama or any Subsidiary is a party to any collective bargaining agreement with respect to any of their employees and, except as set forth on Schedule 3.21.1, none of Tehama or any Subsidiary is a party to a written employment contract with any of their respective employees and there are no understandings with respect to the employment of any officer or employee of Tehama or any Subsidiary which are not terminable by Tehama or such Subsidiary without liability on not more than thirty (30) days' notice. Except as disclosed in the Tehama Financial Statements for the periods covered thereby, all material sums due for employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and all material benefit obligations under any Employee Plan (as defined in Section 3.21.3 hereof) or any Benefit Arrangement (as defined in Section 3.21.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Except as set forth on Schedule 3.21.1, no director, officer or employee of Tehama or any Subsidiary is entitled to receive any ...
Employees; Employee Benefit Plans; ERISA. (a) Except as set forth on Schedule 3.15(a), there is no (i) collective bargaining agreement or any other agreement with any labor organization to which B2B is a party applicable to the employees of B2B; (ii) unfair labor practice complaint or charge pending or, to B2B's knowledge, threatened against B2B before the National Labor Relations Board or any other federal, state, local or foreign agency; (iii) pending or, to B2B's knowledge, threatened strike, slowdown, work stoppage, lockout or other collective labor action by or with respect to any employees of B2B; (iv) grievance, unfair dismissal or arbitration proceeding pending against B2B; (v) pending or, to B2B's knowledge, threatened complaint, charge, lawsuit or other proceeding against B2B by employees of B2B alleging discrimination, (vi) pending or, to B2B's knowledge, threatened representation question or union organizing activities with respect to any employees of B2B; (vii) pending or, to B2B's knowledge, threatened notice of the intent of any federal, state, local or foreign agency responsible for the enforcement of labor or employment Laws, including, but not limited to, occupational safety and health, to conduct an investigation and no such investigation is in progress with respect to any employees of B2B; (viii) complaint, charge, lawsuit or other proceeding pending or, to B2B's knowledge, threatened in any forum by or on behalf of any present or former employee of B2B, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract or employment, any Law governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct concerning the employment relationship; and (ix) material written personnel policy, rule or procedure applicable to employees of B2B, other than those set forth on Schedule 3.15(a). B2B is, and since December 1, 1999 has been, in compliance in all material respects with all applicable Laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work, and occupational safety and health.
(b) B2B has at all times properly classified each of their respective employees as employees and each of their independent contractors as independent contractors, as applicable. There is no action, suit or investigation pending or, to the knowledge of B2B, threatened against B2B by any person challenging or questioning the classification by B2B of any person as an independen...
Employees; Employee Benefit Plans; ERISA. (a) Section 2.17(a) of the Company Disclosure Schedule sets forth a complete and accurate list of each Company Plan and each material Seller Plan.
(b) With respect to each Company Plan, Seller has delivered or made available to Buyer a true and complete copy of such Company Plan, including all plan documents and amendments thereto, as well as the three (3) most recent Forms 5500 and accompanying schedules, if any, the current summary plan description and any material modifications thereto, as required, and the most recent determination letter from the IRS, if any. With respect to each material Seller Plan, Seller has delivered or made available to Buyer a true and complete copy of such Seller Plan, including all plan documents and amendments thereto.
(c) With respect to each Company Plan and each Seller Plan in which employees of the Company participate that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code (“Qualified Plans”), the IRS has issued a favorable determination letter that has not been revoked, or the remedial amendment period under Section 401(b) of the Code and IRS Revenue Procedure 2005-66 has not expired, and, to the Knowledge of Seller, no events or circumstances exist that could reasonably be expected to result in the disqualification of any such Qualified Plan or the failure of any such Qualified Plan to qualify.
(d) Each Company Plan has been administered in all material respects in accordance with its terms and Applicable Law.
(e) No Company Plan is, or has been within the last six (6) years, subject to Title IV of ERISA or Section 302 of ERISA or Section 412 or 4971 of the Code. The Company does not participate in any multiemployer pension plan, as defined in Section 3(37) of ERISA.
(f) There does not now exist, nor, to the Knowledge of Seller, do any circumstances exist that would reasonably be expected to result in, any Controlled Group Liability (as defined in the next sentence) that would be a liability of any of the Companies or any of their respective Subsidiaries following the Closing Date with respect to events that have occurred on or prior to the Closing Date. “Controlled Group Liability” shall mean any liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA or (iii) under Sections 412 and 4971 of the Code, that arise in respect of employee benefit plans maintained by Seller and its ERISA Affiliates that are not Company Plans. “ERISA Affiliate” means one or more trade or bu...
Employees; Employee Benefit Plans; ERISA. (a) Company has delivered as Schedule 4.20(a) a complete list of: (i) all current employees of Company together with each employee’s tenure with Company, title or job classification, and the current annual rate of compensation anticipated to be paid to each such employee; and (ii) all employee plans and benefit arrangements, including all plans or practices providing for current compensation or accruals for active employees, including, but not limited to, all employee benefit plans, all pension, profit-sharing, retirement, bonus, stock option, incentive, deferred compensation, severance, long-term disability, medical, dental, health, hospitalization, life insurance or other insurance plans or related benefits. Except as indicated in Schedule 4.20(a), all current and former employees of Company have executed a non-disclosure agreement with the Company.
(b) Except as disclosed on Schedule 4.20(b), Company does not sponsor, maintain, administer or otherwise act as a fiduciary with respect to any “employee benefit plan,” as defined in Section 3(3) of ERISA, which is subject to any provisions of ERISA and covers any employee, whether active or retired, of Company (any such plan being herein referred to as an “Employee Plan”). True and complete copies of each such Employee Plan, including amendments thereto, have been previously delivered to Buyer, together with (i) all agreements regarding plan assets with respect to such Employee Plans, (ii) a true and complete copy of the annual reports for the most recent three years (Form 5500 Series including, if applicable, Schedules A and B thereto) prepared in connection with any such Employee Plan, (iii) a true and complete copy of the actuarial valuation reports for the most recent three years, if any, prepared in connection with any such Employee Plan covering any active employee of Company, (iv) a copy of the most recent summary plan description of each such Employee Plan, together with any modifications thereto, and (v) a copy of the most recent favorable determination letter (if applicable) from the Internal Revenue Service, and any letter (if applicable) from the Internal Revenue Service pursuant to the Employee Plans Compliance Resolution System, for each Employee Plan. None of the Employee Plans is a “multi-employer plan” as defined in Section 3(37) of ERISA or a “multiple employer plan” as covered in Section 412 of the IRC, and Company has not been obligated to make a contribution to any such multi-employer or...
Employees; Employee Benefit Plans; ERISA. (a) Section 2.12(a) of the Company Disclosure Schedule lists each Company Plan in the United States, each material Company Plan outside the United States and each material Seller Plan, in each case, other than the individual employment agreements for any employee, officer or director of the Company or its Subsidiaries employed outside the United States (“Non-U.S. Employment Agreements”).
(b) With respect to each Company Plan in the United States, each material Company Plan outside the United States and each material Seller Plan, in each case, other than the Non-U.S. Employment Agreements, the Company has delivered or made available to Buyer a true, correct and complete copy of each writing constituting a part of such Company Plan and Seller Plan. With respect to each material Company Plan, the Company has delivered or made available to Buyer all plan documents and amendments thereto, including any related trust, insurance contract or other funding source or arrangement, the most recent Form 5500 and accompanying schedules, if any, the current summary plan description and any material modifications thereto, if any, and the most recent determination letter from the IRS, if any. With respect to the Non-U.S. Employment Agreements, the Company has delivered or made available to Buyer complete copies of each different form of such agreements.
(c) With respect to each Company Plan that is intended to be a “qualified plan” within the meaning of Section 401(a) of the Code (“Qualified Plans”), the IRS has issued a favorable determination letter that has not been revoked, or the remedial amendment period under Section 401(b) of the Code and IRS Revenue Procedure 2005-66 has not expired, and to the Knowledge of Seller no events or circumstances exist that would reasonably be expected to result in the disqualification of any such Qualified Plan or the failure of any such Qualified Plan to qualify. Each Company Plan in Ireland is approved under the Taxes Consolidation Act of 1997 and to the Knowledge of Seller no event has occurred or circumstances exist that would reasonably be expected to result in revocation of such approval. No Company Plan is subject to Title IV of ERISA or Section 302 of ERISA or Section 412 or 4971 of the Code.
(d) All contributions required to be made under each Company Plan have been made in accordance with the terms of the Company Plan and Applicable Law and each Company Plan has been administered in all material respects in accordance with it...
Employees; Employee Benefit Plans; ERISA. (a) Seller has delivered to ---------------------------------------- CompuCom a complete and accurate list as of March 1999 of each Employee and such Employee's (i) hire date, (ii) title or position, (iii) current wage or salary rate, and (iv) accrued vacation pay and rate of accrual thereof. Schedule 3.16 ------------- contains a complete and accurate list of each bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance or termination pay, hospitalization or other medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension, or retirement plan, program, agreement or arrangement, and each other employee benefit plan, program, agreement or arrangement, sponsored, maintained or contributed to or required to be contributed to by Seller or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), that together with Seller would be deemed a --------------- "single employer" within the meaning of section 4001(a)(15) of ERISA, for the benefit of any Employee or former employee of the Business (the "Plans"). None ----- of the Plans is subject to Title IV of ERISA.
(b) With respect to each of the Plans, Seller has heretofore delivered or made available to CompuCom complete and accurate copies of each of the following documents, as applicable:
(i) the Plan (including all amendments thereto);
(ii) the latest annual report, if required under ERISA, with respect to each such Plan;
(iii) the latest actuarial report, if required under ERISA, with respect to each such Plan;
(iv) the most recent summary plan description, together with each summary of material modifications issued with respect to such summary plan description, required under ERISA with respect to such Plan; and
(v) if the Plan is funded through a trust or any other funding vehicle, a copy of the trust or other funding agreement (including all amendments thereto) and the latest financial statements thereof.
(c) Except as set forth in Schedule 3.16, with respect to the Business: -------------
(i) Neither Seller nor any of its ERISA Affiliates, nor any of the Plans, nor any trust created thereunder, nor any trustee or administrator thereof has engaged in a transaction or has taken or failed to take any action in connection with which CompuCom could be subject to a material Tax imposed pursuant to Section 4980B of the Code;
(ii) Each of the Plans has been operated and administered in all material respects in accordance wit...
Employees; Employee Benefit Plans; ERISA. (i) Except for such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a material adverse effect on Company, (A) all Company Employee Benefit Plans are in compliance in all material respects with all applicable requirements of law, including ERISA and the Code, and with the terms and conditions thereof, and (B) to the knowledge of Company, there does not now exist, nor do any circumstances exist that could result in, any Controlled Group Liability that would be a liability of Company or any of its subsidiaries following the Closing. The only employment agreements, severance agreements or severance policies applicable to Company or any of its subsidiaries are the agreements and policies disclosed in Section 4.1(1)(i) of the Company Disclosure Letter.
(ii) As used herein:
Employees; Employee Benefit Plans; ERISA. 4.19.1 All of XXXXXXX BANK's obligations for payment to trusts or other funds or to any Governmental Entity or to any individual, director, officer, employee or agent (or his or her heirs, legatees or legal representatives) with respect to unemployment compensation benefits, profit-sharing, pension or retirement benefits, social security benefits, medical, dental, life, disability and other insurance or welfare benefits, whether arising by operation of law, by contract or by past custom, including, but not limited to obligations under any Employee Plan or any Benefit Arrangement have been properly accrued for the periods covered thereby on the Financial Statements and paid when due. All of XXXXXXX BANK's obligations, whether arising by operation of law, by contract or by past custom for vacation or holiday pay (which vacation or holiday pay is or may become payable in lieu of time off or carried over to future periods), bonuses and other forms of compensation which are payable to XXXXXXX BANK's directors, officers, employees or agents have been properly accrued on the Financial Statements for the periods covered thereby and paid when due. Except as set forth in Schedule 4.19 of the Xxxxxxx International Disclosure Schedule, there are no unfair labor practice complaints, strikes, slowdowns, stoppages, attempts to unionize or other controversies pending or, to XXXXXXX INTERNATIONAL's and XXXXXXX BANK's Knowledge, threatened against XXXXXXX BANK that are likely to have a Material Adverse Effect on XXXXXXX BANK. XXXXXXX BANK is not a party to any collective bargaining agreement with respect to any of its employees and, except as set forth in Schedule 4.19 of the Xxxxxxx International Disclosure Schedule, XXXXXXX BANK is not a party to a written employment contract with any of its employees and there are no understandings with respect to the employment of any officer or employee of XXXXXXX BANK which is not terminable by XXXXXXX BANK without liability on not more than thirty (30) days' notice. Except as disclosed in the Financial Statements for the periods covered thereby, all sums due for employee compensation have been paid and all employer contributions for employee benefits, including deferred compensation obligations, and any benefits under any Employee Plan (as defined in Section 4.19.3 hereof) or any Benefit Arrangement (as defined in Section 4.19.4 hereof) have been duly and adequately paid or provided for in accordance with plan documents. Other than a...
Employees; Employee Benefit Plans; ERISA. 51 Section 3.16 Company Tax Representations 53 _____________________________________________________________________________________________ 003298-0001-13479-Active.26523202.27 _____________________________________________________________________________________________ Section 3.17 Intellectual Property 55 Section 3.18 Real Estate 55 Section 3.19 Contracts with Affiliates 56 Section 3.20 No Broker 56 Section 3.21 Disclaimer Regarding Projections 56 Section 3.22 Investigation; No Additional Representations 57
Employees; Employee Benefit Plans; ERISA
