Common use of ERISA and Employee Matters Clause in Contracts

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 actions, suits or claims pending or threatened (other than routine claims or benefits) against the trustees or administrators of that scheme or against Shire. Each Employment Obligation of Xxxxxxx and its Subsidiaries (if any) that is intended to be a tax- qualified plan has been the subject of a determination letter from the Internal Revenue Service to the effect that such Employment Obligation and each related trust is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), as applicable, respectively, of the Code, no such determination letter has been revoked, and revocation has not been threatened and no event has occurred and no circumstances exist that would reasonably be expected to adversely affect the tax qualification of such Employment Obligation. Each of the Employment Obligations with respect to employees or former employees employed by Xxxxxxx or any of its Subsidiaries outside of the United States are in compliance in all material respects with all applicable law (including, where applicable, Article 141 of the Treaty of Rome) and, to the extent not mandated by the laws of the applicable jurisdiction, copies of the applicable written plan document have been made available to Shire.

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,, ar- (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 actions, suits or claims pending or threatened (other than routine claims or benefits) against the trustees or administrators of that scheme or against Shire. Each Employment Obligation of Xxxxxxx and its Subsidiaries (if any) that is intended to be a tax- tax-qualified plan has been the subject of a determination letter from the Internal Revenue Service to the effect that such Employment Obligation and each related trust is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), as applicable, respectively, of the Code, no such determination letter has been revoked, and revocation has not been threatened and no event has occurred and no circumstances exist that would reasonably be expected to adversely affect the tax qualification of such Employment Obligation. Each of the Employment Obligations with respect to employees or former employees employed by Xxxxxxx or any of its Subsidiaries outside of the United States are in compliance in all material respects with all applicable law (including, where applicable, Article 141 of the Treaty of Rome) and, to the extent not mandated by the laws of the applicable jurisdiction, copies of the applicable written plan document have been made available to Shire.

ERISA and Employee Matters. Section 3.1(q3.2(q) of the Xxxxxxx Shire -------------------------- 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, , arrangements or policies relating to stock options, stock purchases, compensation, deferred compensation, supplemental retirement arrangements, other incentive programs, severance, fringe benefits or other employee benefits (collectively "Shire Employment Obligations") covering all present and ---------------------------- former officers, directors, employees, consultants and agents of Shire and its Subsidiaries and any of their spouses or dependents. Shire has made available to Xxxxxxx true, complete and correct copies of (i) Xxxxxxx each Shire Employment Obligation, (ii) the most recent annual report on Form 5500 as filed with the Internal Revenue Service with respect to each applicable Shire Employment Obligation, (iii) the most recent summary plan description (or similar document) with respect to each applicable Shire Employment Obligation, (iv) each trust agreement and insurance or annuity contract relating to any Shire Employment Obligation and (v) the most recent actuarial valuation report for each applicable Shire Employment Obligation. With respect to all Shire Employment Obligations benefiting Shire's U.S. employees, (i) Shire 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"), ERISA and the Code with respect to each Shire Employment Obligation, (ii) ----- except for PBGC premiums, all of which that are due have been paid, neither Xxxxxxx Shire nor any of its Subsidiaries has any material liability under Title IV of ERISA, (iii) neither Xxxxxxx Shire 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 Shire 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 Shire 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 such Shire Employment Obligations, neither Xxxxxxx Shire 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 Shire Employment Obligations, there are no investigations by any governmental agency, termination proceedings or other claims, suits or proceedings against or involving any such Shire Employment Obligation or asserting any rights to or claims for benefits under any such Shire Employment Obligation. In respect of any Shire Employment Obligations benefiting Xxxxxxx Shire 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, level and (ii) there are not in respect of any retirement benefits scheme or the benefits under it any actions, suits or claims pending or threatened (other than routine claims or benefits) against the trustees or administrators of that scheme or against Shire. Each Shire Employment Obligation of Xxxxxxx Shire and its Subsidiaries (if any) that is intended to be a tax- tax-qualified plan has been the subject of a determination letter from the Internal Revenue Service to the effect that such Shire Employment Obligation and each related trust is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), as applicable, respectively, of the Code, no such determination letter has been revoked, and revocation has not been threatened and no event has occurred and no circumstances exist that would reasonably be expected to adversely affect the tax qualification of such Shire Employment Obligation. Each of the Shire Employment Obligations with respect to employees or former employees employed by Xxxxxxx Shire or any of its Subsidiaries outside of the United States are in compliance in all material respects with all applicable law (including, where applicable, Article 141 of the Treaty of Rome) and, to the extent the benefits provided thereunder are not mandated by the laws of the applicable jurisdiction, copies of the applicable written plan document have been made available to ShireXxxxxxx.

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,, arrangements or policies relating to stock options, stock purchases, compensation, deferred compensation, supplemental retirement arrangements, other incentive programs, severance, fringe benefits or other employee benefits (collectively "Employment Obligations") ---------------------- covering all present and former officers, directors, employees, consultants and agents of Xxxxxxx and its Subsidiaries and any of their spouses or dependents. Xxxxxxx has made available to Shire true, complete and correct copies of (i) each such Employment Obligation, (ii) the most recent annual report on Form 5500 as filed with the Internal Revenue Service with respect to each applicable Employment Obligation, (iii) the most recent summary plan description (or similar document) with respect to each applicable Employment Obligation, (iv) each trust agreement and insurance or annuity contract relating to any Employment Obligation and (v) the most recent actuarial valuation report for each applicable Employment Obligation. (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 actions, suits or claims pending or threatened (other than routine claims or benefits) against the trustees or administrators of that scheme or against Shire. Each Employment Obligation of Xxxxxxx and its Subsidiaries (if any) that is intended to be a tax- qualified plan has been the subject of a determination letter from the Internal Revenue Service to the effect that such Employment Obligation and each related trust is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), as applicable, respectively, of the Code, no such determination letter has been revoked, and revocation has not been threatened and no event has occurred and no circumstances exist that would reasonably be expected to adversely affect the tax qualification of such Employment Obligation. Each of the Employment Obligations with respect to employees or former employees employed by Xxxxxxx or any of its Subsidiaries outside of the United States are in compliance in all material respects with all applicable law (including, where applicable, Article 141 of the Treaty of Rome) and, to the extent not mandated by the laws of the applicable jurisdiction, copies of the applicable written plan document have been made available to Shire.

ERISA and Employee Matters. Section 3.1(q3.2(q) of the Xxxxxxx -------------------------- Shire 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, , arrangements or policies relating to stock options, stock purchases, compensation, deferred compensation, supplemental retirement arrangements, other incentive programs, severance, fringe benefits or other employee benefits (collectively "Shire Employment Obligations") covering all present and former officers, directors, employees, consultants and agents of Shire and its Subsidiaries and any of their spouses or dependents. Shire has made available to Xxxxxxx true, complete and correct copies of (i) Xxxxxxx each Shire Employment Obligation, (ii) the most recent annual report on Form 5500 as filed with the Internal Revenue Service with respect to each applicable Shire Employment Obligation, (iii) the most recent summary plan description (or similar document) with respect to each applicable Shire Employment Obligation, (iv) each trust agreement and insurance or annuity contract relating to any Shire Employment Obligation and (v) the most recent actuarial valuation report for each applicable Shire Employment Obligation. With respect to all Shire Employment Obligations benefiting Shire's U.S. employees, (i) Shire 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"), ERISA and the Code with respect to each Shire Employment Obligation, (ii) ----- except for PBGC premiums, all of which that are due have been paid, neither Xxxxxxx Shire nor any of its Subsidiaries has any material liability under Title IV of ERISA, (iii) neither Xxxxxxx Shire 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 Shire 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 Shire 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 such Shire Employment Obligations, neither Xxxxxxx Shire 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 Shire Employment Obligations, there are no investigations by any governmental agency, termination proceedings or other claims, suits or proceedings against or involving any such Shire Employment Obligation or asserting any rights to or claims for benefits under any such Shire Employment Obligation. In respect of any Shire Employment Obligations benefiting Xxxxxxx Shire 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, level and (ii) there are not in respect of any retirement benefits scheme or the benefits under it any actions, suits or claims pending or threatened (other than routine claims or benefits) against the trustees or administrators of that scheme or against Shire. Each Shire Employment Obligation of Xxxxxxx Shire and its Subsidiaries (if any) that is intended to be a tax- tax-qualified plan has been the subject of a determination letter from the Internal Revenue Service to the effect that such Shire Employment Obligation and each related trust is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), as applicable, respectively, of the Code, no such determination letter has been revoked, and revocation has not been threatened and no event has occurred and no circumstances exist that would reasonably be expected to adversely affect the tax qualification of such Shire Employment Obligation. Each of the Shire Employment Obligations with respect to employees or former employees employed by Xxxxxxx Shire or any of its Subsidiaries outside of the United States are in compliance in all material respects with all applicable law (including, where applicable, Article 141 of the Treaty of Rome) and, to the extent the benefits provided thereunder are not mandated by the laws of the applicable jurisdiction, copies of the applicable written plan document have been made available to ShireXxxxxxx.

ERISA and Employee Matters. Section 3.1(q3.2(q) of the Xxxxxxx Shire -------------------------- 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, , arrangements or policies relating to stock options, stock purchases, compensation, deferred compensation, supplemental retirement arrangements, other incentive programs, severance, fringe benefits or other employee benefits (collectively "Shire Employment ---------------- Obligations") covering all present and former officers, directors, ----------- employees, consultants and agents of Shire and its Subsidiaries and any of their spouses or dependents. Shire has made available to Xxxxxxx true, complete and correct copies of (i) Xxxxxxx each Shire Employment Obligation, (ii) the most recent annual report on Form 5500 as filed with the Internal Revenue Service with respect to each applicable Shire Employment Obligation, (iii) the most recent summary plan description (or similar document) with respect to each applicable Shire Employment Obligation, (iv) each trust agreement and insurance or annuity contract relating to any Shire Employment Obligation and (v) the most recent actuarial valuation report for each applicable Shire Employment Obligation. With respect to all Shire Employment Obligations benefiting Shire's U.S. employees, (i) Shire 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"), ERISA and the Code with respect to each Shire Employment Obligation, (ii) ----- except for PBGC premiums, all of which that are due have been paid, neither Xxxxxxx Shire nor any of its Subsidiaries has any material liability under Title IV of ERISA, (iii) neither Xxxxxxx Shire 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 Shire 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 Shire 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 such Shire Employment Obligations, neither Xxxxxxx Shire 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 Shire Employment Obligations, there are no investigations by any governmental agency, termination proceedings or other claims, suits or proceedings against or involving any such Shire Employment Obligation or asserting any rights to or claims for benefits under any such Shire Employment Obligation. In respect of any Shire Employment Obligations benefiting Xxxxxxx Shire 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, level and (ii) there are not in respect of any retirement benefits scheme or the benefits under it any actions, suits or claims pending or threatened (other than routine claims or benefits) against the trustees or administrators of that scheme or against Shire. Each Shire Employment Obligation of Xxxxxxx Shire and its Subsidiaries (if any) that is intended to be a tax- tax-qualified plan has been the subject of a determination letter from the Internal Revenue Service to the effect that such Shire Employment Obligation and each related trust is qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), as applicable, respectively, of the Code, no such determination letter has been revoked, and revocation has not been threatened and no event has occurred and no circumstances exist that would reasonably be expected to adversely affect the tax qualification of such Shire Employment Obligation. Each of the Shire Employment Obligations with respect to employees or former employees employed by Xxxxxxx Shire or any of its Subsidiaries outside of the United States are in compliance in all material respects with all applicable law (including, where applicable, Article 141 of the Treaty of Rome) and, to the extent the benefits provided thereunder are not mandated by the laws of the applicable jurisdiction, copies of the applicable written plan document have been made available to ShireXxxxxxx.