ERISA Compliance; Labor. (i) Set forth on Disclosure Schedule 3.1(p)(i) is a list of all Employee Benefit Plans. Except as set forth on Disclosure Schedule 3.1(p)(i):
(A) neither the Company nor any other entity required to be aggregated with the Company under Section 414(b), (c), (m) or (o) of the Code (the “Aggregated Group”) sponsors, maintains, contributes to or is required to contribute to, and neither the Company nor any member of the Aggregated Group has sponsored, maintained, contributed to or incurred any liability (contingent or otherwise) with respect to, within the last six (6) years, a “defined benefit plan” as such term is defined in Section 3(35) of ERISA;
(B) the Company has not engaged in any and, to the Knowledge of the Company, no “prohibited transaction,” as such term is described in Section 4975 of the Code or Section 406 of ERISA, has occurred (other than a transaction that is exempt under a statutory or administrative exemption) with respect to any of the Employee Benefit Plans, in any case, that would subject the Company or any member of the Aggregated Group, any officer of the Company or any of such plans or any trust to any Tax or penalty on prohibited transactions imposed by Section 4975 of the Code;
(C) neither the Company nor any member of the Aggregated Group has contributed to or has during the preceding six (6) years been obligated to contribute to or incurred any liability (contingent or otherwise) with respect to any “multi-employer plan” as such term is defined in Section 4001(a)(3) of ERISA;
(D) no Employee Benefit Plan provides post-employment welfare benefits except to the extent required by Section 4980B of the Code or similar state or other Applicable Law and except for the continuation of coverage through the end of the calendar month in which termination from employment occurs;
(E) each Employee Benefit Plan that constitutes in any part a nonqualified deferred compensation plan within the meaning of Section 409A of the Code has been operated and maintained in all material respects in operational and documentary compliance with Section 409A of the Code and all Internal Revenue Service guidance promulgated thereunder;
(F) each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or has such a determination pending or has time remaining in which to file an application for such determination from the Internal Revenue Service or is a prototype plan that is entitled...
ERISA Compliance; Labor. (a) Section 7.10(a) of the Pinnacle Disclosure Schedule contains a complete and correct list of each Pinnacle Plan. With respect to each Pinnacle Plan, CEH LLC has heretofore delivered or made available to the Company true and correct copies of the Pinnacle Plan and any amendments thereto (or if the Pinnacle Plan is not a written plan, a description thereof) and the most recent determination letter received from the Internal Revenue Service with respect to each Pinnacle Plan intended to qualify under Section 401 of the Code. There has been no amendment to, written interpretation of or announcement (whether or not written) by Pinnacle or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Pinnacle Plan that would increase materially the expense of maintaining such Pinnacle Plan above the level or expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. Except as set forth in Section 7.10(a) of the Pinnacle Disclosure Schedule, neither Pinnacle nor any other entity required to be aggregated with Pinnacle under Section 414(b), 414(c) or 414(m) of the Code (the "Pinnacle Aggregated Group") sponsors, and neither Pinnacle nor any member of the Pinnacle Aggregated Group has sponsored since the inception of Pinnacle, a "defined benefit plan" as such term is defined in Section 3(35) of ERISA (each such defined benefit plan, a "Pinnacle Pension Plan"). Except as set forth in Section 7.10(a) of the Pinnacle Disclosure Schedule, neither Pinnacle nor any member of the Pinnacle Aggregated Group has contributed or been obligated to contribute at any time to any "multi-employer plan" as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA. Neither Pinnacle nor any member of the Pinnacle Aggregated Group has any liability under Title IV of ERISA, except for the payment of premiums to the Pension Benefit Guaranty Corporation (which premiums have been paid when due).
(b) Each Pinnacle Plan has been administered in all material respects in accordance with its terms, and each of the Pinnacle Plans (and its related trust) has been operated in material compliance with applicable Laws. Each Pinnacle Plan that is intended to be qualified under Section 401(a) of the Code has been operated in material compliance with Section 401(a) of the Code and ERISA. All contributions, premiums and other payments with respect to Pinnacle Plans that are due on or before the Pinnacle Ownership Da...
ERISA Compliance; Labor. (i) The present value of all accrued benefits (vested and unvested) under all the Employee Pension Benefit Plans, which Seller or any other trades or businesses under common control within the meaning of Section 4001(b)(1) of ERISA with Seller (collectively, the "ERISA Group") maintains, or to which Seller or any member of the ERISA Group is or has been obligated to contribute (the "Pension Plans"), did not, as of the respective last annual valuation dates for such Pension Plans, exceed the value of the assets of such Pension Plan allocable to such benefits. None of such Pension Plans subject to Title IV of ERISA or any of their related trusts has been terminated or partially terminated. Neither Seller or any member of the ERISA Group has contributed or been obligated to contribute to any Multiemployer Plan. Except as set forth on Schedule 3.1(p), neither Seller nor any member of the ERISA Group has any Employee Benefit Plans.
(ii) True, correct, and complete copies of each of the Employee Benefit Plans, and related trusts, if applicable, have been furnished to Buyer, along with the most recent report filed on Form 5500 and summary plan description with respect to each Employee Benefit Plan required to file Form 5500.
(iii) Seller is not a party to any collective bargaining agreement. Seller has not agreed to recognize any union or other collective bargaining representative, nor has any union or other collective bargaining representative been certified as the exclusive bargaining representative of any of its employees. Seller (A) is, and has always been since January 1, 1995, in substantial compliance with all applicable laws regarding labor, employment and employment practices, terms and conditions of employment, equal employment opportunity, employee benefits, affirmative action, wages and hours, plant closing and mass layoff, occupational safety and health, immigration, and workers' compensation, (B) is not engaged, nor has it since January 1, 1995, engaged, in any unfair labor practices, and has no, and has not had since January 1, 1995, any, unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of Seller threatened against it, (C) has no, and has not had since January 1, 1995, any, grievances, arbitrations, or other proceedings arising or asserted to arise under any collective bargaining agreement, pending or, to the Knowledge of Seller threatened, against it and (D) has no, and has not had ...
ERISA Compliance; Labor. (i) The present value of all accrued benefits (vested and unvested) under all the Employee Pension Benefit Plans, which Seller or any other trades or businesses under common control within the meaning of Section 4001(b)(1) of ERISA with Seller (collectively, the "ERISA Group") maintains, or to which Seller or any member of the ERISA Group is or has been obligated to contribute (the "Pension Plans"), did not, as of the respective last annual valuation dates for such Pension Plans, exceed the value of the assets of such Pension Plan allocable to such benefits. None of such Pension Plans subject to Title IV of ERISA or any of their related trusts has been terminated or partially terminated. Neither Seller or any member of the ERISA Group has contributed or been obligated to contribute to any Multiemployer Plan. Except as set forth on Schedule 3.1(p), neither Seller nor any member of the ERISA Group has any Employee Benefit Plans.
(ii) True, correct, and complete copies of each of the Employee Benefit Plans, and related trusts, if applicable, have been furnished to Buyer, along with the most recent report filed on Form 5500 and summary plan description with respect to each Employee Benefit Plan required to file Form 5500.
ERISA Compliance; Labor. (i) (A) Neither the Company nor any other entity required to be aggregated with the Company under Section 414(b) or 414(c) of the Code (the “Aggregated Group”) sponsors, and neither the Company nor any member of the Aggregated Group has sponsored within the last seven years, an Employee Benefit Plan that is subject to Title IV of ERISA or Code Section 412 or a “defined benefit plan” as such term is defined in Section 3(35) of ERISA);
ERISA Compliance; Labor. The present value of all accrued benefits (vested and unvested) under all the "employee pension benefit plans" as such term is defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which the Company or any other trades or businesses under common control within the meaning of Section 4001(b)(1) of ERISA with the Company (collectively, the "ERISA Group") maintains, or to which the Company or any member of the ERISA Group is obligated to contribute (the "Pension Plans"), did not, as of the respective last annual valuation dates for such Pension Plans, exceed the value of the assets of such Pension Plan allocable to such benefits. None of the Pension Plans subject to Section 302 of ERISA has incurred any "accumulated funding deficiency," as such term is defined in Section 302 of ERISA (whether or not waived) since the effective date of such Section 302. Neither the Company nor any member of the ERISA Group, nor any officer of the Company or any member of the ERISA Group, or any trustee or administrator of any Employee Benefit Plan or trust created thereunder, has engaged in a "prohibited transaction," as such term is described in Section 4975 of the Code, which has subjected or which could subject the Company or any member of the ERISA Group, any officer of the Company or any of its subsidiaries or any of such plans or any trust to any tax or penalty on prohibited transactions imposed by such Section 4975. The ERISA Group does not maintain any Pension Plans subject to Title IV of ERISA. Except as set forth on Schedule 2.1(p), neither the Company nor any member of the ERISA Group has contributed or been obligated to contribute to any "multiemployer plan" as such term is defined in Section 3(37) or Section 4001(a)(3)
ERISA Compliance; Labor. (a) Except as set forth on Schedule 4.9, neither AOG nor any other entity required to be aggregated with AOG under Section 414 of the Code (the “Aggregated Group”) including AOG sponsors, maintains or contributes to any Employee Benefit Plan.
(b) No labor associations, organizations, or unions have been certified to represent any employee of AOG, and no collective bargaining agreement or other labor union contract has been requested by any employee or group of employees of AOG, and no discussions or negotiations with respect to any such agreement or contract have occurred.
(c) AOG and its Subsidiaries are in material compliance with all Laws, rules, regulations and Orders relating to the employment of labor, including all such Laws, rules, regulations and Orders relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding or Social Security Taxes and similar Taxes.
ERISA Compliance; Labor. (a) Except as set forth on Schedule 7.9, neither ARI nor any other Aggregated Group sponsors, maintains or contributes to any Employee Benefit Plan.
(b) No labor associations, organizations, or unions have been certified to represent any employee of ARI, and no collective bargaining agreement or other labor union contract has been requested by any employee or group of employees of ARI, and no discussions or negotiations with respect to any such agreement or contract have occurred.
(c) ARI and its Subsidiaries are in material compliance with all Laws, rules, regulations and Orders relating to the employment of labor, including all such Laws, rules, regulations and Orders relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding or Social Security Taxes and similar Taxes.
ERISA Compliance; Labor. (i) The present value of all accrued benefits (vested and unvested) under all the Employee Pension Benefit Plans, which Seller or any other trades or businesses under common control within the meaning of Section 4001(b)(1) of ERISA with Seller (collectively, the "ERISA Group") maintains, or to which Seller or any member of the
ERISA Compliance; Labor. (i) Except as set forth on Company Disclosure Schedule 3.1(t), neither the Company nor any other entity required to be aggregated with the Company under Section 414 of the Code (the “Aggregated Group”) sponsors, maintains or contributes to any Employee Benefit Plan.
(ii) As of the Effective Time, the Company will not sponsor, maintain or have any obligation to contribute to any Employee Benefit Plan and, except as provided in Section 2.7, will not have any liability under any Employee Benefit Plan.
(iii) None of the Company or any of its Subsidiaries will have any employees as of the Effective Time or, except as provided in Section 2.7, any obligations to any former employees.
(iv) No labor associations, organizations, or unions have been certified to represent any employee of the Company, and no collective bargaining agreement or other labor union contract has been requested by any employee or group of employees of the Company, and no discussions or negotiations with respect to any such agreement or contract have occurred.
(v) The Company and its Subsidiaries are in material compliance with all laws, rules, regulations and orders relating to the employment of labor, including all such laws, rules, regulations and orders relating to wages, hours, collective bargaining, discrimination, civil rights, safety and health, workers’ compensation and the collection and payment of withholding or Social Security taxes and similar taxes.
