Employment Benefit Plans; ERISA. Except for the Interplay ------------------------------- Productions 401(k) Profit Sharing Plan (the "Plan"), as described in Schedule ---- -------- 5.18, the Company does not maintain or make contributions to any pension, profit ---- sharing or other employee retirement benefit plan. The Plan has been maintained in compliance with all applicable laws, ordinances, rules, regulations, permits, orders, writs, judgments, injunctions, decrees, determinations and awards of any agency, government, or arbitrator. The Company has no material liability with respect to the Plan or any other such plan (including, without limitation, any unfunded liability or any accumulated funding deficiency) or any material liability to the Pension Benefit Guaranty Corporation or under Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), with ----- respect to the Plan or any multi-employer pension benefit plan, nor would the Company have any such liability if the Plan or any multi-employer plan were terminated or if the Company withdrew, in whole or in part, from the Plan or any multi-employer plan. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement will constitute a termination of employment or other event entitling any person to any additional or other benefits, or that would otherwise modify benefits or the vesting of benefits, provided under the Plan.
Employment Benefit Plans; ERISA. (a) VCB has provided to FNB an accurate list setting forth all bonus, incentive compensation, profit-sharing, pension, retirement, stock purchase, stock option, deferred compensation, severance, hospitalization, medical, dental, vision, group insurance, death benefit, disability and other fringe benefit plans, trust agreements, arrangements and commitments of VCB (including but not limited to any such plans, agreements, arrangements and commitments applicable to former employees or retired employees, or for which such persons are eligible) (collectively, “VCB Employee Plans”), if any, together with copies of all of the VCB Employee Plans that are documented and any and all contracts of employment, and has made available to FNB any Board of Directors’ minutes (or committee minutes) authorizing, approving or guaranteeing the VCB Employee Plans and contracts; and
(b) All contributions, premiums or other payments due from VCB to (or under) the VCB Employee Plans through the end of the most recent fiscal quarter have been fully paid or adequately provided for on VCB’s audited financial statements for the year ended December 31, 2013, or unaudited financial statements as of the end of the most recent fiscal quarter. All accruals thereon (including, where appropriate, proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basis; and
(c) VCB has disclosed in writing to FNB the names of each director, officer and employee of VCB as of the date of this Agreement; and
(d) The VCB Employee Plans have been administered where required in substantial compliance with ERISA, the IRC and the terms of the VCB Employee Plans, and there is no pending or threatened litigation relating to any of the VCB Employee Plans; and
(e) Except as disclosed in the VCB Disclosure Schedule, VCB has not offered in the past health benefits for retired employees and has no intention to offer any additional health or other benefits for retired employees; and
(f) Each VCB Employee Plan is in full force and effect, and neither VCB nor any other party thereto is in material default under any of them, and there have been no claims of default and there are no facts or conditions which if continued, or on notice, will result in a material default under the VCB Employee Plans; and
(g) VCB has provided to FNB a list of all agreements or other understandings pursuant to which the consummation of the transa...
Employment Benefit Plans; ERISA. Except as set forth on Annex 5.19, the Company does not maintain or make contributions to any pension, profit sharing or other employee retirement benefit plan. The Company has no material liability with respect to any such plan (including, without limitation, any unfunded liability or any accumulated funding deficiency) or any material liability to the Pension Benefit Guaranty Corporation or under Title IV of the Employee Retirement Income Security Act of 1974, as amended, with respect to a multi-employer pension benefit plan, nor would the Company have any such liability if any such plan were terminated or if the Company withdrew, in whole or in part, from any multi-employer plan.
Employment Benefit Plans; ERISA. (i) AMRBK has provided to BNKA an accurate list setting forth all bonus, incentive compensation, profit-sharing, pension, retirement, stock purchase, stock option, deferred compensation, severance, hospitalization, medical, dental, vision, group insurance, death benefit, disability and other fringe benefit plans, trust agreements, arrangements and commitments of AMRBK (including but not limited to any such plans, agreements, arrangements and commitments applicable to former employees or retired employees, or for which such persons are eligible) (collectively, "Employee Plans"), if any, together with copies of all such Employee Plans that are documented and any and all contracts of employment, and has made available to BNKA any Board of Directors' minutes (or committee minutes) authorizing, approving or guaranteeing such Employee Plans and contracts; and
(ii) All contributions, premiums or other payments due from AMRBK to (or under) any Employee Plans have been fully paid or adequately provided for on AMRBK's audited financial statements for the year ended 2003, or unaudited financial statements for the three (3) months ended March 31, 2004. All accruals thereon (including, where appropriate, proportional accruals for partial periods) have been made in accordance with generally accepted accounting principles consistently applied on a reasonable basis; and
(iii) AMRBK has disclosed in writing to BNKA the names of each director, officer and employee of AMRBK and AMRB; and
(iv) The Employee Plans have been administered where required in substantial compliance with ERISA, the IRC and the terms of such Employee Plans, and there is no pending or threatened litigation relating to any such Employee Plan; and
(v) Except as disclosed in the AMRBK Disclosure Schedule, AMRBK and AMRB have not offered in the past health benefits for retired employees and have no intention to offer any additional health or other benefits for retired employees; and
(vi) Each Employee Plan is in full force and effect, and neither AMRBK, AMRB, nor any other party thereto is in material default under any of them, and there have been no claims of default and there are no facts or conditions which if continued, or on notice, will result in a material default under any Employee Plans; and
(vii) AMRBK has provided to BNKA a list of all agreements or other understandings pursuant to which the consummation of the transactions contemplated hereby will (a) entitle any current or former employee or o...
Employment Benefit Plans; ERISA. The Company does not maintain or make contributions to any pension, profit sharing or other employee retirement benefit plan. The Company has no material liability with respect to any such plan (including, without limitation, any unfunded liability or any accumulated funding deficiency) or any material liability to the Pension Benefit Guaranty Corporation or under Title IV of the Employee Retirement Income Security Act of 1974, as amended, with respect to a multi-employer pension benefit plan, nor would the Company have any such liability if any such plan were terminated or if the Company withdrew, in whole or in part, from any multi-employer plan.
Employment Benefit Plans; ERISA. (a) Schedule 6.14(a) contains a true and complete list or description of all "employee benefit plans" as defined in Section 3(3) of ERISA, and any bonus or other incentive compensation, profit sharing, compensation, termination, stock option, stock appreciation right, restricted unit, restricted option, performance unit, retirement, deferred compensation, employment, severance, termination pay, retiree medical or retiree life insurance plan, agreement, fund or other arrangement in effect at the date hereof for the benefit of any current or former employee or director of PIMCO Advisors or any PIMCO Advisors Subsidiary, and any trust or other funding arrangement relating thereto (each a "PIMCO Advisors Benefit Plan"). With respect to each of such PIMCO Advisors Benefit Plan, there has been delivered or made available to Opfin, as applicable, copies of any: (i) plans and related trust documents and amendments thereto; (ii) the most recent summary plan descriptions and the most recent annual report (including Schedule B); (iii) all other material employee communications; (iv) the most recent actuarial valuation; and
Employment Benefit Plans; ERISA. Neither the Company nor any ERISA Affiliate (defined below) maintains, administers, contributes to or is obligated to contribute to, nor has the Company or any ERISA Affiliate during the six (6) year period ending on the date hereof, maintained, administered, contributed to or been obligated to contribute to, nor do the employees of the Company or any ERISA Affiliate receive as a condition of employment with the Company, benefits pursuant to any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), including, without limitation, any multiemployer plan as defined in Section 3(37) of ERISA, nor does the Company maintain any employee welfare benefit plan (as defined in Section 3(1) of ERISA); or bonus, deferred compensation, stock purchase, stock option, severance plan, salary continuation, vacation, sick leave, material fringe benefit, incentive, insurance, welfare or similar compensatory arrangement. "ERISA Affiliate" means all members of a controlled group of corporations and all trades and businesses (whether or not incorporated) under common control and all other entities which, together with the Company, are treated as a single employer under any or all of Sections 414(b), (c), (m) or (o) of the Internal Revenue Code on either the date of this Agreement or at any time during the period of five (5) years ending on the date hereof.
Employment Benefit Plans; ERISA. Except as disclosed on Section 3.20 of the Company Disclosure Schedule, neither the Company nor any ERISA Affiliate (defined
Employment Benefit Plans; ERISA. Neither the Parent nor any ERISA Affiliate maintains, administers, contributes to or is obligated to contribute to, nor has the Parent or any ERISA Affiliate during the six (6) year period ending on the date hereof, maintained, administered, contributed to or been obligated to contribute to, nor do the employees of the Parent or any ERISA Affiliate receive as a condition of employment with the Parent, benefits pursuant to any employee pension benefit plan (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), including, without limitation, any multiemployer plan as defined in Section 3(37) of ERISA, nor does the Parent maintain any employee welfare benefit plan (as defined in Section 3(1) of ERISA); or bonus, deferred compensation, stock purchase, stock option, severance plan, salary continuation, vacation, sick leave, material fringe benefit, incentive, insurance, welfare or similar compensatory arrangement.
Employment Benefit Plans; ERISA. The OpenTV Companies do not maintain or make contributions to any pension, profit sharing or other employee retirement benefit plan ("Plans"). The OpenTV Companies have no material ----- liability with respect to any such Plans (including, without limitation, any unfunded liability or any accumulated funding deficiency) or any material liability to the Pension Benefit Guaranty Corporation or under Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), with ----- respect to a multi-employer pension benefit plan, nor would the OpenTV Companies have any such liability if any such plan were terminated or if the OpenTV Companies withdrew, in whole or in part, from any multi-employer plan. To the Company's knowledge, the OpenTV Companies' ERISA Plans are in compliance in all material respects with ERISA, the Internal Revenue Code and other applicable legal requirements. The OpenTV Companies have filed all material reports required to be filed by them with the Internal Revenue Service under ERISA and the Internal Revenue Code.
