ERISA and Employee Matters. Section 3.1(q) of the Xxxxxxx -------------------------- Disclosure Schedule sets forth a complete and accurate list of all employment and consultancy agreements, all employee benefit plans (within the meaning of Section 3(3) of ERISA) or retirement benefits scheme (within the meaning of Section 611 of the Income and Corporation Taxes Act 1988) and all other written plans,
(i) Xxxxxxx and its Subsidiaries are in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the Code with respect to each Employment Obligation, (ii) ----- except for PBGC premiums, all of which that are due have been paid, neither Xxxxxxx nor any of its Subsidiaries has material liability under Title IV of ERISA, (iii) neither Xxxxxxx nor any of its Subsidiaries has engaged in a prohibited transaction or breach of fiduciary duty that would subject it to a material tax imposed under Section 4975 of the Code or material liability pursuant to Section 409 or 502 of ERISA, (iv) neither Xxxxxxx nor any of its Subsidiaries has been a party to or contributed to any "multiemployer plan" as defined in Section 4001(a) of ERISA, (v) no pension plan covering any present or former officers, directors or employees of Xxxxxxx or any of its Subsidiaries is or has been subject to Title IV of ERISA, (vi) except for liability for contributions and benefits pursuant to the Employment Obligations, neither Xxxxxxx nor any of its Subsidiaries has incurred any material liability under or pursuant to Title I or IV of ERISA or the penalty, excise tax or joint and several liability provisions of the Code relating to employee benefit plans and (vii) except claims for benefits payable in the normal operation of such Employment Obligations, there are no investigations by any governmental agency, termination proceedings or other claims, suits or proceedings against or involving any such Employment Obligation or asserting any rights to or claims for benefits under any such Employment Obligation. In respect of any Employment Obligations benefiting Xxxxxxx UK employees, (i) the only benefits provided are defined contribution benefits and no promise, assurance or undertaking has been given to any of the employees (whether legally binding or not) as to the provision of retirement, death or disability benefits at a particular level, (ii) there are not in respect of any retirement benefits scheme or the benefits under it any acti...
ERISA and Employee Matters. All Employee Benefit Plans are in compliance in all material respects with all applicable provisions of ERISA and the Code. No Termination Event has occurred or is reasonably expected to occur that could reasonably be expected to result in a Material Adverse Change. There has been no excise tax imposed under Section 4971 of the Code against any Loan Party that could reasonably be expected to result in liability to any Loan Party or any Restricted Subsidiary thereof in excess of $5,000,000. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Loan Parties have no reason to believe that the annual cost during the term of this Agreement to the Loan Parties for post-retirement benefits to be provided to the current and former employees of any Loan Party under Employee Benefit Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change. As of the Closing Date and the date hereof, no Loan Party nor any Restricted Subsidiary thereof is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of its employees. The Borrower knows of no pending or threatened in writing strikes, work stoppage or other collective labor disputes involving its employees or those of its Restricted Subsidiaries.
ERISA and Employee Matters. (a) Schedule 3.16 of the Company Disclosure Schedule contains a true and complete list of each "employee benefit plan," as defined in Section 3(3) of ERISA, and of all other employee compensation plans, programs, agreements or arrangements, currently maintained by the Company or any trade or business, whether or not incorporated, which is part of a controlled group within the meaning of Section 414(b), (c) or (m) of the Code with the Company (collectively, the "Company Group"), or under which any member of the Company Group has any liability in respect of current or former employees (collectively, the "Company Plans"). All the Company Plans which constitute employee "pension plans" as defined in Section 3(2) of ERISA are referred to herein as the "the Company Pension Plans." Each of the Company Plans is in compliance in all material respects with the terms thereof and the applicable provisions of ERISA and the Code, including any applicable qualification requirements of the Code. The Company Group has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each Company Pension Plan, and the Company Group has not incurred, and the Company Group does not have any knowledge of any event or condition which would cause the Company Group to incur, any liability to the Pension Benefit Guaranty Corporation, any trustee under Section 4049 of ERISA, or any Company Pension Plan in connection with the termination of any Company Pension Plan under Title IV of ERISA. No Company Pension Plan has an accumulated or waived funding deficiency, or has applied for an extension of any amortization period within the meaning of Section 412 of the Code and no event or condition exists which could be deemed a reportable event within the meaning of section 4043 of ERISA. Each Company Pension Plan which is intended to be a qualified plan under Section 401(a) of the Code is so qualified and has received a favorable determination letter from the Internal Revenue Service. The Company has previously delivered to the Purchaser with respect to each Company Plan, true and correct copies of (A) each Company Plan (or, in the case of an oral or informal Company Plan, a written description thereof); (B) the most recent annual report (Form 5500 series); (C) the most recent actuarial valuation report; and (iv) the most recent Summary Plan Description, as described in Section 102(a)(1) of ERISA.
(b) The actuarial present value of accrued benefits (both v...
ERISA and Employee Matters. Except as otherwise required by -------------------------- law, the Company and its Subsidiaries shall not incur any material liability with respect to retiree medical or death benefits or unfunded benefits payable after termination of employment. All employee benefit plans and arrangements maintained or contributed to by the Company or any Subsidiary shall be maintained in material compliance with all applicable laws, including any reporting requirements. With respect to any plan maintained by or contributed to by the Company or any Subsidiary, the Company and its Subsidiaries will not fail to make any contribution due under the terms of such plan or as required by law. The Company and its Subsidiaries will not permit a pension plan to incur an accumulated funding deficiency (as such term is defined in Section 302 of ERISA or Section 412 of the Code), whether or not waived, cause a lien or a security interest to attach to any asset of the Company or any Subsidiary for the benefit of any benefit plan, or incur any material liability under Title IV of ERISA, including withdrawal liability (other than the payment of premiums, none of which are overdue). Neither the Company nor any Subsidiary, nor any other Person including any fiduciary, will engage in any transaction prohibited by Section 406 of ERISA or Section 4975 of the Code which is reasonably likely to subject the Company or any Subsidiary, or any entity that the Company or any Subsidiary has an obligation to indemnify, to any tax or penalty imposed under Section 4975 of the Code or Section 502 of ERISA. The Company and its Subsidiaries will enter into proprietary rights and invention assignment agreements with new officer-level employees and employees and consultants who are involved in the design or development of Proprietary Rights of the Company and its Subsidiaries containing terms and conditions customary in all material respects for companies engaged in the same or similar business as the Company and its Subsidiaries.
ERISA and Employee Matters. Other than as could not reasonably be expected to result in a Material Adverse Change, all Employee Benefit Plans are in compliance in all material respects with all applicable provisions of ERISA and the Code. No Termination Event has occurred or is reasonably expected to occur that could reasonably be expected to result in liability to any Loan Party or any Subsidiary thereof in excess of $25,000,000. There has been no excise tax imposed under Section 4971 of the Code against any Loan Party that could reasonably be expected to result in a Material Adverse Change. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Loan Parties have no reason to believe that the annual cost during the term of this Agreement to the Loan Parties for post-retirement benefits to be provided to the current and former employees of any Loan Party under Employee Benefit Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change. As of the Closing Date and the date hereof, no Loan Party nor any Subsidiary thereof is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of its employees. The Borrower knows of no pending or threatened in writing strikes, work stoppage or other collective labor disputes involving its employees or those of its Subsidiaries that could reasonably be expected to result in a Material Adverse Change.
ERISA and Employee Matters. 5.10 Patents; Trademarks/Service
ERISA and Employee Matters. Except as described on Schedule 5.8 ----------------------------- ------------ attached to this Purchase Agreement, Company maintains no pension, retirement, deferred compensation, bonus, stock purchase, stock option, profit sharing, insurance or other employee benefit or welfare plan, agreement, arrangement or informal understanding for the benefit of employees or partners, whether or not legally binding. Except as set forth on Schedule 5.8, neither Company nor any ------------ other entity, whether or not incorporated, which is deemed to be under common control (as defined in Section 414 of the Code or 4001(b) of ERISA), with Company ("Commonly Controlled Entity") maintains or contributes to any employee pension benefit plan (as defined in Section 3(2) of ERISA) that is a defined contribution plan described in Section 3(34) of ERISA or Section 414(i) of the Code, or that is a defined benefit plan described in Section 3(35) of ERISA or Section 414(j) of the Code, and, with respect to which, there exists any liability of Company for (i) any premium payments due under Section 4007 of ERISA; or (ii) any unpaid minimum funding contributions described in Section 412 of the Code or Section 302 of ERISA. Neither Company nor any Commonly Controlled Entity sponsors or sponsored, or maintains or maintained, any defined benefit plan (described in the immediately preceding sentence) that has been, or will be, terminated in a manner that would result in any liability of Company to the Pension Benefit Guaranty Corporation or that would result in the imposition of a lien on any assets of Company pursuant to Section 4068 of ERISA. At no time during the five (5) consecutive year period immediately preceding the first day of the year in which the Effective Date occurs has Company or any Commonly Controlled Entity participated in or contributed to any multi-employer plan defined in Section 4001(a)(3) of ERISA, or Section 414(f) of the Code, nor during such period has Company or any Commonly Controlled Entity had an obligation to participate in or contribute to any such multi-employer plan. Except as set forth on Schedule 5.8, (a) Company is not obligated under any ------------ agreement or other arrangement pursuant to which compensation or benefits will become payable as a result of the consummation of the transactions contemplated in this Purchase Agreement; (b) neither Company nor any of its employees or agents has, with respect to any employee benefit plan (as defined i...
ERISA and Employee Matters. An "Employee Plan" is: (i)(A) each "employee benefit plan" (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder ("ERISA")), whether or not such plan is, or is intended to be, qualified under Section 401(a) of the Code and whether or not such plan is subject to Title I of ERISA, (B) each employment, collective bargaining, severance, compensation upon reduction in hours, change in control, change in employment category, or similar event, or similar contract or arrangement (whether or not written), and (C) each plan, policy, fund, program, contract or arrangement (whether or not written) providing for compensation, bonus, profit-sharing, stock or equity options, other stock or equity related rights, other forms of incentive or deferred compensation, paid time off (including, but not limited to, holiday pay, sick leave, vacation, leave of absence, or disability), other fringe benefits (including, but not limited to, company cars, relocation assistance, free or reduced cost products or services, service awards, tuition payments, or reimbursement for scholarships), insurance coverage (including any self-insured arrangements), health or medical benefits, disability benefits, life or accidental death or dismemberment benefits,
ERISA and Employee Matters. Other than as could not reasonably be expected to result in a Material Adverse Change, all Employee Benefit Plans are in compliance in all material respects with all applicable provisions of ERISA and the Code. No Termination Event has occurred or is reasonably expected to occur that could reasonably be expected to result in liability to Holdings, any Loan Party or any Subsidiary thereof in excess of $25,000,000. There has been no excise tax imposed under Section 4971 of the Code against Holdings or any Loan Party that could reasonably be expected to result in a Material Adverse Change. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, theneither Holdings nor any Loan Parties have noParty has any reason to believe that the annual cost during the term of this Agreement to Holdings and the Loan Parties for post-retirement benefits to be provided to the current and former employees of Holdings or any Loan Party under Employee Benefit Plans that are welfare benefit plans (as defined in Section 3(1) of ERISA) could, in the aggregate, reasonably be expected to cause a Material Adverse Change. As of the Closing Date and the date hereof, noAmendment No. 9 Effective Date, neither Holdings nor any Loan Party nor any Subsidiary thereof is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of its employees. TheNeither Holdings nor the Borrower knows of no pending or threatened in writing strikes, work stoppage or other collective labor disputes involving its employees or those of its Subsidiaries that could reasonably be expected to result in a Material Adverse Change.
ERISA and Employee Matters. To Sellers' knowledge, HCI and HCIV are in -------------------------- compliance with the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder ("ERISA"), HCI and HCIV do not maintain or contribute to any "pension plan" (as defined in ERISA) which is subject to Title IV of ERISA. All employee pension benefit plans, as described in Section 3(2) of ERISA, which are intended to constitute qualified retirement plans under Section 401(a) of the Internal Revenue Code do in fact so qualify under Section 401(a) of the Internal Revenue Code. No prohibited transaction, as defined in Section 4975(c) of the Internal Revenue Code has occurred with respect to any employee pension benefit plan maintained by HCI or HCIV. Any Plan which requires funding is fully funded, except for contributions, set forth on Schedule 3(x), for the current or prior plan years for which the contribution due date has not yet occurred.
