ERISA and Employee Benefit Plans. (a) There are no employee benefit plans or material employee benefit arrangements, policies or commitments of any type (including, but not limited to, plans described in section 3(3) of ERISA) maintained by the Company, or with respect to which the Company has or could have any direct or indirect liability, other than those described in Schedule 5.21 ("Benefit Plans").
ERISA and Employee Benefit Plans. (a) Except as disclosed in any of the SEC Filings, neither of the Company nor any of its subsidiaries maintains, sponsors, is required to make contributions to or otherwise has any liability, direct, indirect, contingent or otherwise, with respect to any pension, profit sharing, thrift or other retirement plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, performance share, bonus or other incentive plan, severance plan, health or group insurance plan, welfare plan, or other similar plan, agreement, policy, arrangement or understanding, whether written or oral, whether or not such plan is intended to be qualified under Section 401(a) of the Code, including any employee benefit plan within the meaning of Section 3(3) of ERISA, which plan covers any employee or former employee of the Company or any of its subsidiaries (collectively, the "Plans").
ERISA and Employee Benefit Plans. (a) Section 3.13 of the Company Disclosure Schedule lists every material plan, arrangement or policy, written or oral, relating to current or former employees of Company or of any member of a controlled group or affiliated service group (as defined in Internal Revenue Code Section 414(b), (c), (m) and (o)) which includes Company (an "Affiliate"), which is:
ERISA and Employee Benefit Plans. Except as set forth on Schedule 7.8, no Credit Party nor Guarantor nor any ERISA Affiliate maintains or contributes to an ERISA Benefit Plan. Except for those events or circumstances that could not reasonably be expected to result in a Material Adverse Effect, (x) each ERISA Benefit Plan is in compliance with applicable provisions of ERISA, the IRC and other Applicable Law and (y) there are no existing or pending (or to the knowledge of Credit Parties and Guarantor, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigations involving any ERISA Benefit Plan to which a Credit Party or Guarantor or any of their respective Subsidiaries incurs or otherwise has or could have a material obligation or any material liability. No ERISA Affiliate is required to contribute to, or has any other absolute or contingent liability in respect of, any Multiemployer Plan. No “accumulated funding deficiency” (as defined in Section 412(a) of the IRC) exists with respect to any ERISA Benefit Plan, whether or not waived by the Secretary of the Treasury or his delegate, and the current value of the benefits of each ERISA Benefit Plan that is subject to the funding requirements of Section 412 of the IRC does not exceed the current value of such ERISA Benefit Plan’s assets available for the payment of such benefits. No Termination Event has occurred, and no Credit Party nor Guarantor is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in a Termination Event with respect to any ERISA Benefit Plan. No Credit Party nor Guarantor nor any ERISA Affiliate has (i) incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid or (ii) engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA.
ERISA and Employee Benefit Plans. No ERISA Event has occurred in the six-year period prior to the date on which this representation is made or deemed made and is continuing that, when taken together with all other such ERISA Events which have occurred or are reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect. Except as would not reasonably be expected to result in a Material Adverse Effect, the present value of all accumulated benefit obligations of all underfunded Pension Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Pension Plans. Except as will not result in a Material Adverse Effect, the Borrowers, their respective Subsidiaries and their respective ERISA Affiliates do not have liabilities to Multiemployer Plans as a result of a “complete” withdrawal therefrom (within the meaning of Section 4203 of ERISA). Except as will not result in a Material Adverse Effect, each Benefit Plan is in compliance with applicable provisions of ERISA and the Code.
ERISA and Employee Benefit Plans. (i) The SEC Filings identify each Plan applicable to the employees of the Company.
ERISA and Employee Benefit Plans. Except for those that could not cause a Material Adverse Effect, (x) each ERISA Benefit Plan is in compliance with applicable provisions of ERISA, the IRC and other Applicable Law and (y) there are no existing or pending (or to the knowledge of such Obligor, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigations involving any ERISA Benefit Plan to which such Obligor incurs or otherwise has or could have a material obligation or any material liability. No ERISA Affiliate is required to contribute to, or has any other absolute or contingent liability in respect of, any “multiemployer plan” as defined in Section 4001 of ERISA. No “accumulated funding deficiency” (as defined in Section 412(a) of the IRC) exists with respect to any ERISA Benefit Plan, whether or not waived by the Secretary of the Treasury or his delegate, and the current value of each ERISA Benefit Plan’s benefits does not exceed the current value of such ERISA Benefit Plan’s assets available for the payment of such benefits.
ERISA and Employee Benefit Plans. 26 Section 3.14
ERISA and Employee Benefit Plans. Schedule 4.1(l) sets forth all -------------------------------- "employee benefit plans", as defined in Section 3(3) of ERISA, and all other employee benefit arrangements or payroll practices, including bonus plans, consulting or other compensation agreements, incentive, equity or equity-based compensation, or deferred compensation arrangements, stock purchase, severance pay, sick leave and vacation pay, maintained or sponsored by Sellers for current or former employees of Sellers engaged in the Credit Card Business (the "Seller Plans"). Sellers have made available or delivered to Buyer, to the extent applicable, true, correct and complete copies of the Plans or summary plan descriptions with respect to such Plans. The Seller Plans intended to qualify under Section 401 of the Code are so qualified and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code, and nothing has occurred with respect to the operation of the Seller Plans which is reasonably likely to cause the loss of such qualification or exemption or the imposition of any Liability, penalty or tax under ERISA or the Code. The Seller Plans have been maintained, in all material respects, in accordance with their terms and with all provisions of ERISA, the Code (including rules and regulations thereunder) and other applicable federal and state laws and regulations. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment becoming due to any employee (current, former or retired) employed in connection with the Credit Card Business, (ii) increase any benefits otherwise payable to any such individual under any Seller Plan or (iii) result in the acceleration of the time of payment or vesting of any benefits to such individual under any such plan.
ERISA and Employee Benefit Plans. Except as listed in Schedule 3.13, neither of the Company nor any Subsidiary maintains, sponsors, is required to make contributions to or otherwise has any liability, direct, indirect, contingent or otherwise, with respect to any pension, profit sharing, thrift or other retirement plan, employee stock ownership plan, deferred compensation, stock ownership, stock purchase, performance share, bonus or other incentive plan, severance plan, health or group insurance plan, welfare plan, or other similar plan, agreement, policy, arrangement or understanding, whether written or oral, whether or not such plan is intended to be qualified under Section 401(a) of the Code, including any employee benefit plan within the meaning of Section 3(3) of ERISA, which plan covers any employee or former employee of the Company or any Subsidiary (collectively, the "Plans"). The Company has delivered to the Purchaser true, correct and complete copies of (i) any employment agreements and any procedures and policies (including summaries of any procedures and policies that are unwritten) relating to the employment of employees of the Company and each Subsidiary and the use of temporary employees and independent contractors by the Company and each Subsidiary, (ii) each Plan and all related trust agreements, insurance and other material contracts, and summary plan descriptions and summaries of material modifications relating to each Plan and any related material communications distributed to participants under the Plans and (iii) the latest reports which have been filed (or are in fully completed form for filing) with the Internal Revenue Service and the Department of Labor with respect to each Plan. No Plan is subject to Title IV of ERISA. With respect to each Plan, to the best knowledge of the Company, no party in interest or disqualified person (as defined in Section 3(14) of ERISA
