Employment Agreements and Benefit Plans. Except as set forth in the Disclosure Letter, neither the Corporation nor any Subsidiary is a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment agreement or, without limitation, any Employee Obligation, with, any Person; all benefit plans covering active, former or retired employees, officers or Directors of the Corporation or any of its Subsidiaries are listed in the Disclosure Letter; the Corporation has made available to Acquiror true and complete copies of all of the respective terms thereof and: each such plan has been maintained and administered in material compliance with its terms and is, to the extent required by applicable law or contract, fully funded without any deficit or unfunded actuarial liability or adequate provision therefor having been made; all such plans are in compliance with applicable laws, rules, regulations and policies (including those as to registration or other qualification); to the knowledge of the Corporation there are no pending, anticipated or threatened claims against or involving any of the plans; and all contributions, reserves or premium payments required or provided for have been made.
Employment Agreements and Benefit Plans. Allied has delivered to Air-Cure a copy of Allied's employment agreement with Lloyx X. Xxxxxxxx, xxich is the only legally enforceable employment agreement which Allied has in effect. Allied has also delivered to Air-Cure a copy of its Section 401(k) qualified employee benefit plan (the "Plan"), which has been adopted by Allied. Other than the Plan and the employment agreement with Slinxxxx, Xxlied has no pension, profit-sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plan or arrangement. The Plan is in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable laws. The Plan has been determined by the Internal Revenue Service to be so qualified under Section 401(a) of the Code, and a copy of the IRS determination letter has been provided to Air-Cure. Except as set forth in Schedule 4.13, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, audits or tax returns) have been timely filed or distributed. No
Employment Agreements and Benefit Plans. Except as set forth in Section 3.10 of the Company Disclosure Letter:
(a) Section 3.10(a) of the Company Disclosure Letter sets forth a true and complete list of (i) each United States bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, disability, death benefit, hospitalization, medical insurance, life insurance, welfare, severance or other employee benefit plan, agreement, arrangement or understanding maintained by the Company or any Company Subsidiary or to which the Company or any Company Subsidiary contributes or is obligated to contribute or with respect to which the Company or any Company Subsidiary has any liability, including each multiemployer plan (a "Multiemployer Plan") (as defined in Section 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (collectively, the "Benefit Plans") and (ii) each employment, consulting or change of control agreement providing benefits to any current or former employee, officer or director of the Company or any Company Subsidiary, to which the Company or any Company Subsidiary is a party or by which the Company or any Company Subsidiary is bound (collectively, the "Employment Agreements"). The Company has made available to Parent a true and correct copy of each Benefit Plan and Employment Agreement. For purposes of this Agreement, the term "Foreign Plan" refers to each plan, agreement, arrangement or understanding that is subject to or governed by the Laws of any jurisdiction other than the United States other than any such plan, the establishment or maintenance of which is mandated by applicable Law, and that would have been treated as a Benefit Plan had it been a United States plan, agreement, arrangement or understanding. Section 3.10(a) of the Company Disclosure Letter sets forth a true and correct list of the Foreign Plans. With respect to each Benefit Plan, Employment Agreement and Foreign Plan (collectively, the ("Employment Agreements and Plans"), no event has occurred and there exists no condition or set of circumstances in connection with which the Company or any Company Subsidiary would reasonably be expected to be subject to any liability that, individually or in the aggregate, would reasonably be expected to have or result in a Material Adverse Effect.
Employment Agreements and Benefit Plans. 13 Section 3.11 Taxes..........................................................15 Section 3.12
Employment Agreements and Benefit Plans. Schedule 3.9.1 lists all (a) employment and consulting agreements (including severance, retention and change of control agreements) relating primarily to the Business and to which PDC, PDI or any member of the PD Mexico Group, as the case may be, is a party, other than (i) agreements that by their terms may be terminated or canceled by PDC, PDI or a member of the PD Mexico Group, as the case may be, with notice of not more than 60 days, without penalty and (ii) agreements relating to employment or severance that require payments or base salary amounts of less than $50,000 in any one case; (b) collective bargaining agreements relating primarily to the Business with any labor unions currently representing employees of PDC, PDI or any member of the PD Mexico Group, as the case may be, and (c) material “employee benefit plans,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), profit sharing, pension, retirement, bonus, incentive compensation, stock option, restricted stock, deferred compensation or other material fringe benefit plans, programs and arrangements under which (i) any Company Employee (including any beneficiaries and dependants thereof) is or may become eligible to participate or derive a benefit and that is or has been maintained, established or contributed to by PDC, PDI or any member of the PD Mexico Group, or any trade or business, whether or not incorporated that, together with PDC, PDI or the PD Mexico Group, is, or would have been at any date of determination occurring within the preceding six years, treated as a single employer under Section 414 of the Code solely for the benefit of Company Employees, or (ii) the PD Mexico Group may have any material outstanding liability or obligation (collectively, items described in this clause (c), the “Benefit Plans”). Schedule 3.9.1 lists those Benefit Plans that (i) are sponsored or maintained by PDC or PDI, as the case may be, solely with respect to the Business at the U.S. Facilities (each such Benefit Plan, a “U.S. Stand-Alone Plan”) or (ii) that are sponsored or maintained by the PD Mexico Group with respect to the Business at the Monterrey Facility (each such Benefit Plan, a “Monterrey Stand-Alone Plan” and, together with the U.S. Stand-Alone Plan, the “Stand-Alone Plans”). With respect to each Benefit Plan, the Sellers have heretofore made available to the Purchaser a complete and correct copy of the Benefit Plan and any amendments thereto.
Employment Agreements and Benefit Plans. (a) Except as disclosed on Schedule 5.15, the Company has no agreement, plan, practice or arrangement (verbal or written) in effect with or with respect to its employees, consultants, sales representatives or agents, including, without limitation, employment, consulting and sales representatives agreements (whether or not including "golden parachute" provisions), collective bargaining agreement, union agreements, pension, profit sharing or retirement plans or agreements, deferred compensation agreements, royalty plans, medical, dental, disability, hospitalization, life, accident, welfare or other benefit plans, stock option or stock purchase plans, bonus plans, severance pay plans, vacation pay programs, retiree benefits and employee loan plans. Copies of all such written agreements, plans, practices and arrangements (and related summary plan descriptions currently in force) listed in Schedule 5.15 (the "Employee Benefit Plans") which have been delivered previously to Buyer by Sellers are accurate and complete. Except as listed on Schedule 5.15, the Company has no employees, consultants, sales representatives or agents. Schedule 5.15 contains: (i) an accurate and complete description of the vacation and sick pay policies of the Company; and (ii) a list of all the Company employees, consultants, sales representatives and agents and the current position, address, sales territory and rate of compensation, bonus and fringe benefits (for example, use of an automobile or payment of an automobile allowance) for each such employee, consultant, sales representative and agent (including a separate statement of bonuses and fringe benefits not otherwise disclosed herein) and all other persons not presently employed by the Company who are receiving compensation from the Company.
(b) Each of the Employee Benefit Plans is in full force and effect without amendment or modification and has been operated in accordance with its terms. Through the Closing Date, there will be no change in the operations of the Employee Benefit Plans or in the documents constituting or affecting the Employee Benefit Plans. All required governmental filings have been made with respect to the Employee Benefit Plans. Seller has not received any notice of any pending investigations, proceedings or other matters concerning the Employee Benefit Plans before the Internal Revenue Service, the Department of Labor or the Pension Benefit Guaranty Corporation. There are no pending or, to Sellers' knowledge...
Employment Agreements and Benefit Plans. AWW has no pension, profit-sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plan or arrangement.
Employment Agreements and Benefit Plans. The Company is not a party to or bound by any employment, consulting or retainer agreement, or any profit-sharing, deferred compensation, bonus, savings, stock option, stock purchase or incentive plan or agreements.
Employment Agreements and Benefit Plans. On the Effective Date, Xxxx Xxxxxxx, as President and Chief Executive Officer, and J. Xxxxxxx Xxxxx, as Chief Operating Officer, shall execute employment agreements with the Surviving Corporation as described in Attachment C and Attachment D attached hereto.
Employment Agreements and Benefit Plans. Set forth in Schedule 5.17 is a complete list of (i) all employment agreements presently in effect covering FSD employees; (ii) all pension, profit sharing, retirement, deferred compensation, bonus, health, medical, life insurance, severance pay, welfare, and all other fringe benefit programs provided for FSD employees; and (iii) the categories of employees covered by each such agreement, contract, plan, or program. Seller will not announce, prior to the Closing, any changes in any FSD employee benefit plan or fringe benefit program as presently in effect. With respect to each plan, program, arrangement agreement or policy listed on Schedule 5.17 (the "Benefit Plans") and to the extent applicable (a) since December 31, 1991, there has been no material violation of any applicable provision of the Employee Retirement Income Security Act of 1974 ("ERISA"), (b) each Benefit Plan intended to qualify under Section 401(a) of the Internal Revenue Code of 1986 (the "Code") or for any other tax exempt or tax favored status under the Code, so qualifies, (c) Seller is not subject to any outstanding or potential liability or obligation, direct or indirect (other than any such liability or obligation incurred in the ordinary course of business, and is so reflected in the books and records of the Benefit Plan), and (d) there are no actual or potential claims or actions (other than claims for benefits in the normal course).
