Employment Contracts and Benefits. Except as otherwise provided for in any Parent Benefit Plan: (a) none of the Parent Companies is subject to or obligated under any consulting, employment, severance, termination or similar arrangement, any employee benefit, incentive or deferred compensation plan with respect to any Person, or any bonus, profit sharing, pension, stock option, stock purchase or similar plan or other arrangement or other fringe benefit plan entered into or maintained for the benefit of employees of any of the Parent Companies or any other Person; and (b) no employee of any of the Parent Companies or any other Person owns, or has any right granted by any of the Parent Companies to acquire, any interest in any of the assets or business of any of the Parent Companies.
Employment Contracts and Benefits. Except as set forth in the PRIZE DISCLOSURE SCHEDULE or otherwise provided for in any Prize Employee Benefit Plan: (a) none of the Prize Companies is subject to or obligated under any consulting, employment, severance, termination or similar arrangement, any employee benefit, incentive or deferred compensation plan with respect to any Person, or any bonus, profit sharing, pension, stock option, stock purchase or similar plan or other arrangement or other fringe benefit plan entered into or maintained for the benefit of employees of any of the Prize Companies or any other Person; and (b) no employee of any of the Prize Companies or any other Person owns, or has any right granted by any of the Prize Companies to acquire, any interest in any of the assets or business of any of the Prize Companies.
Employment Contracts and Benefits. (a) Attached hereto as Schedule 4.16 of the GAT Disclosure Statement is 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 benefits, disability and other fringe benefit plans, trust agreements, arrangements and commitments of GAT (including but not limited to such plans, agreements, arrangements and commitments applicable to former employees or retired employees, or for which such persons are eligible), if any. Copies of all such plans, agreements, arrangements and commitments that are documented and in effect on the date hereof and any and all contracts of employment in effect on the date hereof have been delivered to BARRA.
(b) With respect to each employee benefit plan (as defined in Section 3(3) of ERISA) which is listed on Schedule 4.16 of the GAT Disclosure Statement and which is subject to the reporting, disclosure and record retention requirements set forth in the IRC and Part I of Subtitle B of Title I of ERISA and the regulations thereunder, each of such requirements has been fully met in all material respects and on a timely basis.
(c) With respect to each employee benefit plan (as defined in Section 3(3) of ERISA) which is listed on Schedule 4.16 of the GAT Disclosure Statement and which is subject to Part 4 of Subtitle B of Title I of ERISA, none of the following now exists or has existed within the six-year period ending on the date hereof:
(i) Any act or omission constituting a material violation of Section 402 of ERISA;
(ii) Any act or omission constituting a violation of Section 403 of ERISA;
(iii) Any act or omission by GAT or any of its subsidiaries, or by any director, officer or employee thereof, constituting a violation of Sections 404 and 405 of ERISA;
(iv) To the best of GAT's knowledge, any act or omission by any other person constituting a violation of Sections 404 or 405 of ERISA;
(v) Any act or omission which constitutes a material violation of Sections 406 or 407 of ERISA and is not exempted by Section 408 of ERISA or which constitutes a violation of Section 4975(c) of the IRC and is not exempted by Section 4975(d) of the IRC; or
(vi) Any act or omission constituting a violation of Sections 503, 510 or 511 of ERISA.
(d) All contributions, premiums or other payments due from GAT and/or Innosearch as of December 31, 1996 to (or under) any plan listed o...
Employment Contracts and Benefits. Except as otherwise provided for in any Company Employee Benefit Plan: (a) none of the Target Companies is subject to or obligated under any consulting, employment, severance, retention, termination or similar arrangement, any employee benefit, incentive or deferred compensation plan with respect to any Person, or any bonus, profit sharing, pension, stock option, stock purchase or similar plan or other arrangement or other fringe benefit plan entered into or maintained for the benefit of employees of any of the Target Companies or any other Person; and (b) no employee of any of the Target Companies or any other Person owns, or has any right granted by any of the Target Companies to acquire, any interest in any of the assets or business of any of the Target Companies.
Employment Contracts and Benefits. Except as otherwise provided for in any Company Benefit Plan and except for the employee and executive severance programs and agreements described in Section 3.18 of the Company Disclosure Schedule (the “Company Severance Programs”): (a) none of the Target Companies is subject to or obligated under any consulting, employment, severance, termination or similar arrangement, any employee benefit, incentive or deferred compensation plan with respect to any Person, or any bonus, profit sharing, pension, stock option, stock purchase or similar plan or other arrangement or other fringe benefit plan entered into or maintained for the benefit of employees of any of the Target Companies or any other Person; and (b) no employee of any of the Target Companies or any other Person owns, or has any right granted by any of the Target Companies to acquire, any interest in any of the assets or business of any of the Target Companies.
Employment Contracts and Benefits. Exhibit "P" to this Agreement is a list of all employment contracts and collective bargaining agreements, and all pension, bonus, profit-sharing, stock option, or other agreements or arrangements providing for employee remuneration or benefits to which Corporation is a party or by which Corporation is bound. All said contracts and arrangements are in full force and effect, and neither Corporation nor any other party is in default under any of them. There have been no claims of defaults and, to the best knowledge of Selling Parties, there are no facts or conditions that if continued, or on delivery of notice, would result in a default under said contracts or arrangements. There is no pending or, to Selling Parties' knowledge, threatened labor dispute, strike, or work stoppage affecting Corporation's business or operations. Corporation's employees are not unionized, and to Selling Parties' knowledge, none of Corporation's employees are seeking unionization. Corporation has complied with all applicable laws for each of their respective employee benefit plans, including the provisions of the Employee Retirement Income Security Act (ERISA) if and to the extent applicable. There are no threatened or pending claims by or on behalf of any such benefit plan, by or on behalf of any employee covered under any such plan, or otherwise involving any such benefit plan, that allege a breach of fiduciary duties or violation of other applicable state or federal law; nor is there, to Selling Parties' knowledge, any basis for such a claim. Except as set forth in Exhibit "Q", Corporation has not entered into any severance or similar arrangement in respect of any present or former employee that will result in any obligation, absolute or contingent, of Buyer or Corporation to make any payment to any present or former employee following termination of employment.
Employment Contracts and Benefits. (a) Seller has previously delivered to Buyer copies, descriptions and/or a list of all employment contracts and collective bargaining agreements, and all compensation, pension, retirement, deferred compensation, health care, bonus, profit-sharing, stock option or other plans, trusts, funds, agreements or arrangements, providing for employee remuneration or benefits to any of Seller's present officers, employees and sales agents (collectively, "Employee Benefit Plans") and to which Seller or any of the Partnerships is a party or by which Seller or any of the Partnerships is bound. Such copies, descriptions and list, taken together, sets forth for the present officers, employees and sales agents of Seller and each of the Partnership's complete information with respect to withholding accounts, accrued vacation, sick leave and other amounts, and all other accruals and accounts held for employee benefit, including but not limited to, any insurance policies or accounts. Except as set forth in such copies or descriptions or on such list, neither Seller nor any of the Partnerships has entered into any severance or similar arrangement in respect of any present or former officer, employee or sales agent that will result in any absolute or contingent obligation of Buyer to make any payment to any present or former officer, employee or sales agent following termination of employment.
(b) Except as set forth in such copies or descriptions or the list delivered to Buyer pursuant to this Section 11.22 or as otherwise disclosed in the schedules hereto or in the financial statements delivered pursuant to Section 11.9 hereof, and to Seller's knowledge,
(i) Neither Seller nor any of the Partnerships, nor any entity (an "ERISA Affiliate") which, together with any of them, is deemed a "single employer" within the meaning of Section 4001(a)(15) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), nor any of the plans so listed which is an "employee welfare benefit plan" or "employee pension benefit plan" as such terms are defined in Sections 3(1) and 3(2) of ERISA (such plans being referred to herein as "ERISA 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 Buyer or Presxxx-Xxx. could be subject to a tax imposed pursuant to Section 4980B of the Internal Revenue Code (the "Code").
(ii) Each of the plans so listed or describ...
Employment Contracts and Benefits. Exhibit N to this Agreement is a list of all employment contracts and collective bargaining agreements and all pension, bonus, profit-sharing, stock option, or other agreements or arrangements providing for employee remuneration or benefits to which Branson (or its subsidiaries) is a party or by which Branson (or its subsidiaries) is bound. All such contracts and arrangements are in full force and effect (except at the Closing, those required to be terminated pursuant to this Agreement or terminating prior to the Closing Date in accordance with their terms), and neither Branson (or its subsidiaries, if a party) nor any other party is in default under any of them. There have been no claims of default and, to the best of Branson's knowledge, there are no facts or conditions that if continued, or unnoticed, will result in a default under such contracts or arrangements. There is no pending or, to Branson's knowledge, threatened labor dispute, strike, or work stoppage affecting Branson or the Branson Business. Branson has complied with all applicable laws for its employee benefit plans, including the provisions of the Employee Retirement Income Security Act (ERISA), if and to the extent applicable; there are no threatened or pendinq claims by or on behalf of any such benefit plan, by or on behalf of any employee covered under any such plan, or otherwise involving any such benefit plan, that allege a breach of fiduciary duties or violation of other applicable state or federal law, nor is there, to Branson's knowledge, any basis for such a claim. Branson has not entered into any severance or similar arrangement in respect of any present or former employee that will result in any obligation, absolute or contingent, of AGTI or Branson (or its subsidiaries), to make any payment to any present or former employee following termination of employment.
Employment Contracts and Benefits. (i) Section 4(r) of the Redwood Empire Disclosure Schedule lists all bonus, incentive compensation, profit-sharing, pension, retirement, stock purchase, stock option, deferred compensation, severance, hospitalization, medical, dental, vision, group insurance, death benefits, disability and other fringe benefit plans, trust agreements, arrangements and commitments which Redwood Empire maintains, contributes to or has any outstanding liability in respect of (including but not limited to such plans, agreements, arrangements and commitments applicable to former employees or retired employees, or for which such persons are eligible), if any (the “Benefit Plans” and each a “Benefit Plan”), and any and all contracts of employment and has made available to Westamerica any Board of Directors’ minutes (or committee minutes) authorizing, approving or guaranteeing such Plans and contracts. There are no agreements or understandings, either written or oral, between Redwood Empire and any person which would result in the payment of any consideration as a result of any of the transactions contemplated by this Agreement other than as disclosed in Section 4(r) of the Redwood Empire Disclosure Schedule. Redwood Empire has heretofore delivered to Westamerica true, correct and complete copies of each Benefit Plan, and with respect to each such Benefit Plan true, correct and complete copies of (a) any associated trust, custodial, insurance or service agreements, (b) any annual report, actuarial report, or disclosure materials (including specifically any summary plan descriptions) submitted to any governmental agency or distributed to participants or beneficiaries thereunder in the current or any of the three (3) preceding calendar years and (c) the most recently received IRS determination letters and any governmental advisory opinions, rulings, compliance statements, closing agreements, or similar materials specific to such Benefit Plan.
(ii) Except as disclosed in Section 4(r) of the Redwood Empire Disclosure Schedule, the consummation of the transactions contemplated by this Agreement will not: (i) entitle any current or former employee of Redwood Empire or any of its subsidiaries to severance pay, unemployment compensation or any similar payment; (ii) accelerate the time of payment or vesting, or increase the amount of any compensation due to, or in respect of, any current or former employee of Redwood Empire or any of its subsidiaries; (iii) result in or satisfy a condition...
Employment Contracts and Benefits. 2 of the Target Disclosure Schedule contains a complete and accurate list of all employment contracts and collective bargaining agreements, and all pension, bonus, profit-sharing, stock option, or other agreements or arrangements providing for employee remuneration or benefits to which Target or any Target Subsidiary is a party or by which Target or any Target Subsidiary is bound. All these contracts and arrangements are in full force and effect, and neither Target nor any Target Subsidiary, nor, to the Knowledge of Target, any other party is in default under them. There have been no claims of defaults and, to the Knowledge of Target, there are no facts or conditions that if continued, or on notice, will result in a default under these contracts or arrangements. There is no pending or, to the Knowledge of Target, threatened labor dispute, strike, or work stoppage affecting Target’s or any Target Subsidiary’s business. Target and each Target Subsidiary have complied with all applicable laws for each of their respective employee benefit plans, including the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended, if and to the extent applicable. There are no pending or, to the Knowledge of Target, threatened claims by or on behalf of any such benefit plan, by or on behalf of any employee covered under any such plan, or otherwise involving any such benefit plan, that allege a breach of fiduciary duties or violation of other applicable state or federal law; nor is there, to the Knowledge of Target, any basis for such a claim. Except as set forth in Section 3.29.2 of the Target Disclosure Schedule, neither Target nor any Target Subsidiary has entered into any severance or similar arrangement with any present or former employee that will result in any obligation, absolute or contingent, of Buyer, Target, or any Target Subsidiary, to make any payment to any present or former employee following termination of employment.
