Common use of ERISA and Related Matters Clause in Contracts

ERISA and Related Matters. Schedule 4.10 identifies each “employee benefit plan,” as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is maintained or otherwise contributed to by Sellers or with respect to which Sellers otherwise have any liability and each material plan, arrangement, or policy, qualified or non-qualified, whether or not written or considered legally binding, not subject to ERISA maintained or otherwise contributed to by Sellers or with respect to which Sellers otherwise have any liability and providing for pension, thrift, savings, retirement, profit sharing, deferred compensation, bonuses, stock option, stock purchase, phantom stock, incentive compensation, equity compensation, “fringe” benefits, vacation, severance, disability, medical, hospitalization, dental, life, accidental death and dismemberment, tuition, company car, club dues, income tax preparation, sick leave, maternity, paternity, family leave, child care, education or cafeteria plan benefits, or employee insurance coverage or any similar compensation or welfare benefit arrangement including, without limitation, any voluntary employees’ beneficiary associations or related trusts (each a “Benefit Plan” and, collectively, the “Benefit Plans”). Schedule 4.10 identifies each (i) any employee benefit plan subject to Title IV of ERISA or Section 412 of the Tax Code, or (ii) a Multiemployer Plan, in each case that is currently maintained or contributed to by the Sellers, its Affiliates, or any members of Seller’s current or former “Controlled Group” (within the meaning of Sections 414(b), (c), (m) or (o) of the Tax Code) (“ERISA Affiliates”), or which could reasonably be expected to result in any Liability to the Purchaser as a result of the purchase of the Target Assets. Each Benefit Plan has been maintained, funded and administered at all times substantially in compliance with its terms and all Applicable Laws, including ERISA and the Tax Code, applicable to such Benefit Plan, except where the failure to do so would not cause a Material Adverse Effect. Each Benefit Plan that is an employee pension benefit plan within the meaning of section 3(2) of ERISA that is intended to be a qualified plan under section 401(a) has received a favorable determination letter or opinion letter (a copy of which has been provided to Purchaser), each related trust has been determined to be exempt from taxation under Section 501(a) of the Tax Code, and nothing has occurred that could reasonably be expected to cause the loss of such qualification or exemption. Other than as required by Applicable Laws, no Sellers have any obligation to provide any benefits in the nature of severance pay or any post-retirement medical, health, life insurance or other post-retirement welfare benefits for retired or terminated employees, their spouses or their dependents. No representations have been made to any current or former employee of any Seller or its Affiliates with respect to benefits to be provided under a Benefit Plan that are materially inconsistent with the terms of such Benefit Plan. Except as disclosed on Schedule 4.10, the consummation of the transactions contemplated by this Agreement will not either alone or in connection with another event (i) entitle any current or former employee of the Sellers to severance pay, or any other similar payment, except as expressly provided in this Agreement, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such employee or former employee, or (iii) give rise to the payment of any amount that could subject (whether alone or in connection with another payment) a current or former employee of the Sellers to tax penalties under Section 4999 of the Tax Code.

ERISA and Related Matters. Schedule 4.10 identifies each “employee benefit plan,” as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is maintained or otherwise contributed to by Sellers or with respect to which Sellers otherwise have any liability for the benefit of Active Farm Employees and each material plan, arrangement, or policy, qualified or non-qualified, whether or not written or considered legally binding, not subject to ERISA maintained or otherwise contributed to by Sellers or with respect to which Sellers otherwise have any liability for the benefit of Active Farm Employees and providing for pension, thrift, savings, retirement, profit sharing, deferred compensation, bonuses, stock option, stock purchase, phantom stock, incentive compensation, equity compensation, “fringe” benefits, vacation, severance, disability, medical, hospitalization, dental, life, accidental death and dismemberment, tuition, company car, club dues, income tax preparation, sick leave, maternity, paternity, family leave, child care, education or cafeteria plan benefits, or employee insurance coverage or any similar compensation or welfare benefit arrangement including, without limitation, any voluntary employees’ beneficiary associations or related trusts (each a “Benefit Plan” and, collectively, the “Benefit Plans”). Schedule 4.10 identifies each (i) any employee benefit plan subject to Title IV of ERISA or Section 412 of the Tax Code, or (ii) a Multiemployer Plan, in each case that is currently maintained or contributed to by the Neither Sellers, its Affiliates, or nor any members of Seller’s current or former “Controlled Group” (within the meaning of Sections 414(b), (c), (m) or (o) of the Tax Code) (“ERISA Affiliates”)) maintains or has ever maintained, contributes or has, within the last six years, contributed to or is or has, within the last six years, been obligated to contribute to, (i) any Benefit Plan subject to Title IV of ERISA or Section 412 of the Tax Code, or which could reasonably be expected (ii) a Multiemployer Plan. Subject to result in any Liability to the Purchaser as a result of the purchase of the Target Assets. Each exceptions set forth on Schedule 4.10, each Benefit Plan has been maintained, funded and administered at all times substantially in compliance with its terms and all Applicable Laws, including ERISA and the Tax Code, applicable to such Benefit Plan, except where the failure to do so would not cause a Material Adverse Effect. Each Benefit Plan that is an employee pension benefit plan within the meaning of section 3(2) of ERISA that is intended to be a qualified plan under section 401(a) has received a favorable determination letter or opinion letter (a copy of which has been provided to Purchaser), each related trust has been determined to be exempt from taxation under Section 501(a) of the Tax Code, and nothing has occurred that could reasonably be expected to cause the loss of such qualification or exemption. Other than as required by Applicable Laws, no Sellers have any obligation to provide any benefits in the nature of severance pay or any post-retirement medical, health, life insurance or other post-retirement welfare benefits for retired or terminated employees, their spouses or their dependents. No representations have been made to any current or former employee of any Seller or its Affiliates with respect to benefits to be provided under a Benefit Plan that are materially inconsistent with the terms of such Benefit Plan. Except as disclosed set forth on Schedule 4.10, the consummation of the transactions contemplated by this Agreement will not either alone or in connection with another event (i) entitle any current or former employee of the Sellers to severance pay, unemployment compensation or any other similar payment, except as expressly provided in this Agreement, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such employee or former employee, or (iii) give rise to the payment of any amount that could subject (whether alone or in connection with another payment) a current or former employee of the Sellers to tax penalties under Section 4999 of the Tax Code.

ERISA and Related Matters. Schedule 4.10 identifies each “As used herein the term "PVI Employee ------------------------- Benefit Plan" shall mean all "employee benefit planplans,” " as such term is defined in by Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”"), that is maintained and any other employee benefit arrange ments or otherwise contributed to by Sellers payroll practices including, without limitation, sick leave, vacation pay, salary continuation for disability, consulting or with respect to which Sellers otherwise have any liability and each material plan, arrangement, other compensation arrangements (whether funded or policy, qualified or non-qualified, whether or not written or considered legally binding, not subject to ERISA maintained or otherwise contributed to by Sellers or with respect to which Sellers otherwise have any liability and providing for pension, thrift, savingsunfunded), retirement, profit sharing, deferred or incentive compensation, bonuses, stock option, stock purchase, phantom stockhospitalization, incentive compensation, equity compensation, “fringe” benefits, vacationmedical insurance, severance, disability, medical, hospitalization, dental, life, accidental death life insurance and dismemberment, tuition, company car, club dues, income tax preparation, sick leave, maternity, paternity, family leave, child care, education scholarship programs maintained or cafeteria plan benefits, or employee insurance coverage made available by PVI (or any similar compensation entity which is a member of a "controlled group of corporations" with or welfare benefit arrangement including, without limitation, any voluntary employees’ beneficiary associations is under "common control" with PVI as defined in Section 414(b) or related trusts (each a “Benefit Plan” and, collectively, the “Benefit Plans”). Schedule 4.10 identifies each (ic) any employee benefit plan subject to Title IV of ERISA or Section 412 of the Tax Code, or Code (iia "Related Party")) a Multiemployer Plan, in each case that is currently maintained or contributed to by the Sellers, its Affiliates, or any members of Seller’s current or former “Controlled Group” employee of PVI or any Related Party to which PVI or any Related Party contributed or is obligated to make payments thereunder. (within the meaning of Sections 414(b), (c), (ma) or (o) of the Tax Code) (“ERISA Affiliates”), or All PVI Employee Benefit Plans are set forth on Schedule 3.29 hereto. ------------- All PVI Employee Benefit Plans which could reasonably be expected to result in any Liability to the Purchaser as a result of the purchase of the Target Assets. Each Benefit Plan has been maintained, funded and administered at all times substantially in compliance with its terms and all Applicable Laws, including ERISA and the Tax Code, applicable to such Benefit Plan, except where the failure to do so would not cause a Material Adverse Effect. Each Benefit Plan that is an are also "employee pension benefit plan within the meaning of section plans," as defined in Section 3(2) of ERISA that is intended to be a (the "PVI Pension Plans") are separately listed on Schedule 3.29 hereto. ------------- (b) The PVI Pension Plans are qualified plan under section 401(a) has received a favorable determination letter or opinion letter (a copy Section 401 of which has been provided to Purchaser), each related trust has been determined to be the Code and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501(a) 501 of the Tax Code, and nothing has occurred that with respect to the operation of the PVI Pension Plans which could reasonably be expected to cause the loss of such qualification or exemption. Other than as required by Applicable Lawsexemption or the imposition of any liability, or tax under ERISA or the Code. (c) Neither PVI nor any Related Party maintains or has ever maintained a PVI Pension Plan subject to Title IV of ERISA. (d) There is no Sellers have any obligation material violation of ERISA or the Code with respect to provide any benefits in the nature filing of severance pay applicable statements, reports, docu ments, and notices with the Secretary of Labor or any post-retirement medicalthe Secretary of the Treasury or the furnishing of statements, healthreports, life insurance documents and notices to the participants or other post-retirement welfare benefits beneficiaries with respect to the PVI Employee Benefit Plans. (e) True, correct and complete copies of the following documents for retired or terminated employees, their spouses or their dependents. No representations each PVI Employee Benefit Plan have been made avail able to any current or former employee of any Seller or its Affiliates with respect to benefits to be provided under a Benefit Plan that are materially inconsistent with the terms of such Benefit Plan. Except as disclosed on Schedule 4.10, the consummation of the transactions contemplated IMSL by this Agreement will not either alone or in connection with another event PVI: (i) entitle any current all plan documents and related trust documents, insurance contracts and other documents pursuant to which benefits under such Plans are funded or former employee of the Sellers to severance paypaid, or any other similar paymentincluding all amendments, except as expressly provided in this Agreementmodifications and supplements thereto, (ii) accelerate Forms 5500, financial statements, and actuarial reports, if any, for the time last three Plan years and any estimates of payment or vestingprojected future liabilities, or increase the amount of compensation due to any such employee or former employee, or (iii) give rise the last Internal Revenue Service deter mination letter, (iv) the most recent summary plan descriptions, (v) all written communications given to all or any specific group of employees and (vi) written descriptions of all non-written agreements, relating to the payment PVI Employee Benefit Plans. (f) There are no pending claims or lawsuits which have been asserted or instituted against any PVI Employee Benefit Plan, the assets of any amount that could subject (whether alone or in connection with another payment) a current or former employee of the Sellers trusts under such Plans, PVI or a Related Party or against any fiduciary of any PVI Employee Benefit Plan with respect to tax penalties under Section 4999 the operation of such plans, nor does PVI have knowledge of facts which could form the basis for any such claim or lawsuit. (g) All amendments and actions required to have been taken prior to the date hereof to bring the PVI Employee Benefit Plans and the PVI Pension Plans into conformity in all material respects with all of the Tax Codeapplicable provisions of ERISA and the Code and all other applicable laws have been made or taken. (h) Any bonding required with respect to the PVI Pension Plans in accordance with applicable provisions of ERISA has been obtained, and will be in full force and effect until the Closing Date. (i) Each PVI Employee Benefit Plan has been maintained, in all material respects, in accordance with its terms and with all provisions of ERISA and the Code (including rules and regulations thereunder) and other applicable law, and neither PVI (or a Related Party) nor any "party in interest" or "disqualified person" with respect to such PVI Employee Benefit Plan has engaged in a "prohibited transaction" within the meaning of Section 4975 of the Code or Title I, Part 4 of ERISA for which no statutory or admini strative exemption exists.

ERISA and Related Matters. (a) Schedule 4.10 identifies each “3.14 lists all deferred compensation, pension, profit-sharing, and retirement plans, and all bonus, welfare, severance pay, and other "employee benefit plan,” plans" (as such term is defined in Section 3(3) of ERISA), fringe benefit or stock option plans, including individual contracts, employee agreements, programs, or arrangements, providing the same or similar benefits, whether or not written, which are or have been participated in, or maintained by any Oxxxxx Entity (or ChoicePoint Entity for the benefit of employees or former employees of any of the Oxxxxx Entities or their dependents and beneficiaries) or with respect to which contributions are made or obligations assumed by any Oxxxxx Entity (including health, life insurance, and other benefit plans maintained for former employees or retirees), at any time between August 8, 1997 and the date hereof. Said plans or other arrangements are sometimes individually referred to in this Agreement as a "Company Benefit Plan" and sometimes collectively referred to in this Agreement the "Company Benefit Plans." Copies of all Company Benefit Plans and related documents, including those setting out all personnel policies and procedures applicable to employees of the Oxxxxx Entities, and including any insurance contracts, trust agreements, or other arrangements under which benefits are provided, as currently in effect, and descriptions of any such plan which are not written have been delivered or made available to LabOne. ChoicePoint has also delivered to LabOne a copy of the summary plan description, if any, for each Company Benefit Plan. As used herein, "Foreign Plan" means any employee benefit, pension scheme, retirement, profit sharing, health, dental, life or disability insurance plan, as well as any other plan, program or arrangement involving direct or indirect compensation, under which any Oxxxxx Entity or ChoicePoint Entity has any present or future obligations or liability on behalf of any of the non-United States-based employees or former employees of any of the Oxxxxx Entities or their dependents and beneficiaries, but shall not include any program pursuant to which an employee directs payroll-deduction contributions to a personal savings account. (b) Except as set forth on Schedule 3.14, each ChoicePoint Entity or Oxxxxx Entity, as applicable, has fulfilled its obligations, to the extent applicable, under the minimum funding requirements of Section 302 of ERISA and Section 412 of the Code, with respect to each "employee benefit plan" (as defined in Section 3(3) of ERISA) appearing on Schedule 3.14. Each Company Benefit Plan is in substantial compliance with, and has been administered in all material respects consistent with, the presently applicable provisions of ERISA, the Code, and state Law including but not limited to the satisfaction of all applicable reporting and disclosure requirements under the Code, ERISA, and state Law. Each ChoicePoint Entity or Oxxxxx Entity, as applicable, has made all payments to all Company Benefit Plans required by the terms of each such plan in accordance, if applicable, with the actuarial and funding assumptions in effect as for the most recent actuarial valuation of such plans. No actuarial valuations or reports relating to said plans have been required by Law. The ChoicePoint Entities or Oxxxxx Entities, as applicable, have filed or caused to be filed with the Internal Revenue Service annual reports on Form 5500 for each Company Benefit Plan attributable to them for all years and periods for which such reports were required and within the time period required by ERISA and the Code. Except as disclosed on Schedule 3.14, the ChoicePoint Entities or Oxxxxx Entities, as applicable, have funded or will fund each Company Benefit Plan attributable to them in accordance with its terms through the date hereof including the payment of applicable premiums on any insurance contract funding a Company Benefit Plan for coverage provided through the date hereof. To the extent that any annual contribution for the current year is not yet required for any Company Benefit Plan as of the date hereof, the ChoicePoint Entities or Oxxxxx Entities, as applicable, have made a pro rata contribution to said plan for the period ended at the date hereof or said contribution has been accrued on the books of the ChoicePoint Entities or Oxxxxx Entities, as applicable. (c) Except as set forth on Schedule 3.14, to the knowledge of ChoicePoint, no non-exempt "prohibited transaction," as defined in Section 406 of ERISA and Section 4975 of the Code has occurred in respect of any such Company Benefit Plan, and no civil or criminal action brought pursuant to Part 5 of Title I or ERISA is pending or, to the knowledge of ChoicePoint, is threatened in writing or orally against any fiduciary of any such plan. (d) Except as set forth on Schedule 3.14, the Internal Revenue Service has issued a letter for each employee pension benefit plan which is a Company Benefit Plan, as defined in Section 3(2) of ERISA listed on Schedule 3.14, determining that such plan is a qualified plan under Section 401(a) of the Code and is exempt from United States Federal Income Tax under Section 501(a) of the Code, and, to the knowledge of ChoicePoint, there has been no occurrence since the date of any such determination letter which has adversely affected such qualification. Except as set forth on Schedule 3.14, none of the Company Benefit Plans is intended to qualify under Section 501(c)(9) of the Code. (e) Except as set forth on Schedule 3.14, each Company Benefit Plan that provides medical benefits has been operated in compliance in all material respects with all requirements of Section 4980B(f) of the Code and Sections 601 through 608 of ERISA relating to continuation of coverage under certain circumstances in which coverage would otherwise cease. All former employees of the Oxxxxx Entities entitled to such continuation of coverage, or other Persons entitled to such continuation of coverage through relationship to said former employees, are listed on Schedule 3.14. (f) None of the ChoicePoint Entities or Oxxxxx Entities nor any entity that is treated as a single employer with any of them pursuant to Section 414(b), (c), (m), or (o) of the Code currently maintains or contributes to any Company Benefit Plan that is subject to Title IV of ERISA, nor has previously maintained or contributed to any such plan that has resulted in any liability or, to the knowledge of ChoicePoint, potential liability for any of the ChoicePoint Entities or Oxxxxx Entities under said Title IV. As of the date hereof, there is no outstanding unpaid minimum funding waiver within the meaning of Code Section 412(d). (g) Except as disclosed on Schedule 3.14, none of the ChoicePoint Entities or Oxxxxx Entities maintains any Company Benefit Plan, plans or programs that provide post-retirement medical benefits (other than benefits described in this Section 3.14 and those which are required by Law), post-employment benefits, death benefits, or other post-retirement welfare benefits to any employees or former employees of any Oxxxxx Entity or their dependents or beneficiaries. A copy of any written description of post-retirement welfare benefits that has been provided to any employees or former employees of any Oxxxxx Entity or their dependents or beneficiaries has been provided or made available to LabOne. Copies of each plan document, insurance contract, or other written instrument providing for such post-retirement welfare benefits, together with a description of any advance funding arrangement that has been established to fund post-retirement welfare benefits, has been provided or made available to LabOne. Schedule 3.14 contains a list of those Persons who are currently retired as of the date hereof with a right to any such future post-retirement welfare benefits and also contains a list of employees of the Oxxxxx Entities who would be currently eligible for post-retirement welfare benefits if they retired and satisfied any waiting period provided for under the applicable plan. (h) None of the ChoicePoint Entities or Oxxxxx Entities nor any employer referred to in Section 3.14(f) above maintains, nor has contributed within the past five (5) years to, any multiemployer plan within the meaning of Sections 3(37) or 4001(a)(3) of ERISA. No ChoicePoint Entity or Oxxxxx Entity nor any such employer currently has any liability to make withdrawal liability payments to any multiemployer plan. There is no pending dispute between any ChoicePoint Entity or Oxxxxx Entity or any such employer and any multiemployer plan concerning payment of contributions or payment of withdrawal liability payments. (i) Except as set forth on Schedule 3.14, no lawsuit or complaint against, by, or relating to any Company Benefit Plan or any fiduciary, as defined in Section 3(21) of ERISA has been filed or is pending. (j) Each Foreign Plan has been maintained in accordance with all applicable Laws and in good standing with each applicable Governmental Authority. All contributions have been made with respect to all Foreign Plans on a timely basis. None of the Oxxxxx Entities or ChoicePoint Entities has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan. The present value of the accrued benefit liabilities (whether vested or not) under each Foreign Plan, determined as of the end of the Oxxxxx Entities' most recently ended fiscal year on the basis of actuarial assumptions provided for in such Foreign Plan, did not exceed the current value of the assets of such Foreign Plan. (k) Each Company Benefit Plan that allows loans to plan participants has been operated in accordance with its terms, the plan's written loan policy and all applicable Laws. In addition, all outstanding loans from such Company Benefit Plans are current as of the date hereof, and there are no loans in default, as to any employee of an Oxxxxx Entity. (l) For purposes of this Agreement, (i) "ERISA" means the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)from time to time, that is maintained and any regulations or otherwise contributed to by Sellers published rulings promulgated or with respect to which Sellers otherwise have any liability issued thereunder and each material plan, arrangement, or policy, qualified or non-qualified, whether or not written or considered legally binding, not subject to ERISA maintained or otherwise contributed to by Sellers or with respect to which Sellers otherwise have any liability and providing for pension, thrift, savings, retirement, profit sharing, deferred compensation, bonuses, stock option, stock purchase, phantom stock, incentive compensation, equity compensation, “fringe” benefits, vacation, severance, disability, medical, hospitalization, dental, life, accidental death and dismemberment, tuition, company car, club dues, income tax preparation, sick leave, maternity, paternity, family leave, child care, education or cafeteria plan benefits, or employee insurance coverage or any similar compensation or welfare benefit arrangement including, without limitation, any voluntary employees’ beneficiary associations or related trusts (each a “Benefit Plan” and, collectively, the “Benefit Plans”). Schedule 4.10 identifies each (i) any employee benefit plan subject to Title IV of ERISA or Section 412 of the Tax Code, or (ii) a Multiemployer Plan, in each case that is currently maintained or contributed to by the Sellers, its Affiliates, or any members of Seller’s current or former “Controlled Group” (within the meaning of Sections 414(b), (c), (m) or (o) of the Tax Code) (“ERISA Affiliates”), or which could reasonably be expected to result in any Liability all references to the Purchaser as a result of the purchase of the Target Assets. Each Benefit Plan has been maintained, funded and administered at all times substantially in compliance with its terms and all Applicable Laws, including ERISA and the Tax Code, applicable to such Benefit Plan, except where the failure to do so would not cause a Material Adverse Effect. Each Benefit Plan that is an employee pension benefit plan within the meaning of section 3(2) of ERISA that is intended ChoicePoint Entities shall be deemed to be a qualified plan under section 401(a) has received a favorable determination letter or opinion letter (a copy of which has been provided to Purchaser), each related trust has been determined to be exempt from taxation under Section 501(a) of the Tax Code, and nothing has occurred that could reasonably be expected to cause the loss of such qualification or exemption. Other than as required by Applicable Laws, no Sellers have any obligation to provide any benefits in the nature of severance pay or any post-retirement medical, health, life insurance or other post-retirement welfare benefits for retired or terminated employees, their spouses or their dependents. No representations have been made to any current or former employee of any Seller or its Affiliates with respect to benefits to be provided under a Benefit Plan that are materially inconsistent with the terms of such Benefit Plan. Except as disclosed on Schedule 4.10, the consummation of the transactions contemplated by this Agreement will not either alone or in connection with another event (i) entitle any current or former employee of the Sellers to severance pay, or any other similar payment, except as expressly provided in this Agreement, (ii) accelerate the time of payment or vesting, or increase the amount of compensation due to any such employee or former employee, or (iii) give rise references to the payment of any amount that could subject (whether alone or in connection with another payment) a current or former employee of the Sellers to tax penalties under Section 4999 of the Tax CodeParent, ChoicePoint and their Affiliates.