ERISA; Employee Benefit Plans. (a) No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events which have occurred or are reasonably expected to occur, could reasonably be expected to result in liability having a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan did not, as of the date of the most recent actuarial valuation report required to be prepared under the Code and ERISA reflecting such amounts, exceed by more than $75,000,000 (calculated on an actuarial valuation basis) the fair market value of the assets of all such underfunded Plans.
(b) Except as could not reasonably be expected to have a Material Adverse Effect, the accrued benefit obligations of each Foreign Plan (based on those assumptions used to fund such Foreign Plan) with respect to all current and former participants do not exceed the assets of such Foreign Plan.
ERISA; Employee Benefit Plans. (a) Schedule 4.12 and the Company Reports contain a true and complete list of each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other material employment, stock option, stock purchase, restricted stock or other equity-based, incentive, severance, termination, retention, change of control or other material benefit plans, programs, agreements, contracts, policies or arrangements contributed to, sponsored or maintained by the Company or any of its Subsidiaries (or which the Company or any of its Subsidiaries is obligated to contribute to, sponsor or maintain) as of the date hereof for the benefit of any future, current, former or retired employee, officer, consultant, independent contractor or director of the Company or any of its Subsidiaries (collectively, the “Company Employees”) or to which the Company or any of its Subsidiaries is a party or with respect to which the Company or any of its Subsidiaries has or would reasonably be expected to have any liability (such plans, programs, policies, agreements and arrangements, including the Company Stock Plans, and including material bonus, vacation, deferred compensation, profit sharing, savings, retirement, retiree medical or life insurance, supplemental retirement, severance and fringe benefit plans contributed to, sponsored or maintained by the Company or any of its Subsidiaries (or which the Company or any of its Subsidiaries is obligated to contribute to, sponsor or maintain) as of the date hereof for the benefit of any Company Employee, collectively, “Company Plans”).
(b) With respect to each Company Plan, the Company has made available to Investor a current, accurate and complete copy, including any amendments, of (i) each such Company Plan (or, if a plan is not written, a written description thereof) and, to the extent applicable, (ii) any related trust agreement or other funding instrument, (iii) the most recent determination letter received from the Internal Revenue Service (the “IRS”) for each Company Plan that is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended and including any applicable guidance issued or regulations promulgated thereunder (the “Code”), (iv) the most recent summary plan description and any summaries of any material modification of such Company Plan, (v) all prospectuses prepared in connection with any such Company Plan, (vi) ...
ERISA; Employee Benefit Plans. (i) Neither the Company nor any of the Gxxxxxxxx Business Entities is a party to or obligated to contribute to any Employee Benefit Plan, except those set forth in Schedule 4.1(l) attached hereto. Copies of all of the written plans and agreements described in Schedule 4.1(l) and written summaries of any oral plans or agreements are or have been made available to Purchaser.
(ii) With respect to each Employee Benefit Plan: (1) neither such Employee Benefit Plan nor any plan fiduciary has engaged in a prohibited transaction as defined in Section 406 of ERISA (for which no individual or class exemption exists under Section 408 of ERISA) or any prohibited transaction as defined in Section 4975 of the Code (for which no individual or class exemption exists under Section 4975 of the Code) involving such Employee Benefit Plan that resulted in any material liability which has not been satisfied; (2) all filings and reports as to such Employee Benefit Plan required to have been made to the Internal Revenue Service ("IRS"), to the U.S. Department of Labor or, if applicable, to the Pension Benefit Guaranty Corporation have been made; (3) there is no litigation, disputed claim (other than routine claims for benefits), governmental proceedings or investigation commenced or pending or threatened with respect to any such Employee Benefit Plan or its related trust; (4) such Employee Benefit Plan has been established, maintained, funded and administrated in all material respects in accordance with (A) its governing documents and (B) any applicable provisions of ERISA and the Code; and (5) no such Employee Benefit Plan is, and neither the Company, nor any of the Gxxxxxxxx Business Entities has, during the preceding five (5) year period, contributed to or maintained a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA.
(iii) With respect to any Employee Pension Benefit Plan that covers employees of the Company or any of the Gxxxxxxxx Business Entities and which is intended to be qualified under Section 401(a) of the Code, except as set forth in Schedule 4.1(l), favorable determination letters as to qualification of such Employee Pension Benefit Plans under Section 401(a) of the Code have been issued by the IRS and to C&K's Knowledge or to each of the Sellers' Knowledge no event has occurred or condition exists that could not be corrected through one of the compliance programs instituted by the IRS without incurring substantial costs and penalties.
(iv) The...
ERISA; Employee Benefit Plans. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Company under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, (ii) the Company or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount or (iii) the Company or any Subsidiary fails to pay, fund, contribute to, or otherwise fails to maintain (including, but not limited to, by termination thereof or withdrawal therefrom), or ceases any obligation in connection with, any Foreign Plan or Foreign Government Scheme or Arrangement, to the extent such failure results or would be expected to result in payment from, demand to or lien on the assets of, one or more Loan Parties in an aggregate amount in excess of the Threshold Amount; or
ERISA; Employee Benefit Plans. (a) Each Plan has been administered in compliance with the applicable provisions of ERISA and the Code (and the regulations and published interpretations thereunder) except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect. There exists no Unfunded Pension Liability with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events which have occurred or for which liability is reasonably expected to result, could reasonably be expected to result in a Material Adverse Effect.
ERISA; Employee Benefit Plans. Except as disclosed on Schedule 5.23 attached hereto, none of the Anderson Parties nor any Person xxxxx, in conjunction with any of the Anderson Parties, is treated as x xxxxxe employer under Section 414 of the Code (referred to as an "ERISA Affiliate") has any officer or employee bonus, incentive compensation, profit-sharing, pension, stock ownership, medical expense reimbursement plan, group insurance or employee welfare or benefit plan of any nature whatsoever (an "Employee Benefit Plan"), including, without limitation, any "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or any "multiemployer plan" within the meaning of ERISA. To the extent, if any, that there has heretofore been any such Employee Benefit Plan in effect, such plan has been terminated, required notice, if any, has been given to the Pension Benefit Guaranty Corporation and received from such Anderson Party or ERISA Affiliate xxx xxx liabilities, if any, of any Anderson Party with respect therexx xxxx been fully and finally discharged and released in writing. No Anderson Party or any ERISA Affxxxxxx has any obligation, liability or commitment to any Person with respect to any Employee Benefit Plan that will be the obligation of, or will affect the property or assets of HIP or Highwoods.
ERISA; Employee Benefit Plans. 23 5.24 Absence of Certain Changes............................................................... 24 5.25 Tradename..................................................................................24 5.26 Operation of Business..................................................................... 25 5.27 Effect of Transactions on Title........................................................... 25
ERISA; Employee Benefit Plans. (a) As used in this Section 3.25, the term "Plan" means any bonus, deferred compensation, pension, profit-sharing, retirement, stock purchase, stock option, phantom stock, medical or any other benefit plan, arrangement or practice, whether written or unwritten including but not limited to any such plan, arrangement or practice which constitutes an "employee welfare benefit plan" within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended and the regulations thereunder ("ERISA") or an "employee pension benefit plan" within the meaning of Section 3(2) of ERISA, covering any employee of WP Sub.
ERISA; Employee Benefit Plans. (i) The Disclosure Schedule contains a complete list of all employee benefit plans sponsored or maintained by JLH or its Subsidiaries or under which JLH or its Subsidiaries may be obligated. JLH has delivered to CALCI accurate and complete:
(A) Copies of all employee benefit plan documents and all other material documents relating thereto, including all summary plan descriptions, summary annual reports and insurance contracts;
(B) detailed summaries of all unwritten employee benefit plans;
(C) copies of the most recent financial statements and actuarial reports with respect to all employee benefit plans for which financial statements or actuarial reports are required or have been prepared; and
(D) copies of all annual reports for all employee benefit plans (for which annual reports are required) prepared since JLH's inception. Each employee benefit plan providing benefits that are funded through a policy of insurance is indicated by the word "insured" placed by the listing of the employee benefit plans in the JLH Disclosure Schedule.
(ii) All employee benefit plans listed in the JLH Disclosure Schedule conform (and at all times have conformed) in all material respects to, and are being administered and operated (and have at all times been administered and operated) in material compliance with, all applicable requirements of ERISA, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable Laws.
(iii) Any employee benefit plan that is intended to be qualified under Section 401(a) of the Code and exempt from tax under Section 501(a) of the Code has been determined by the Internal Revenue Service ("IRS") to be so qualified, and such determination remains in effect and has not been revoked. Nothing has occurred since the date of any such determination that is reasonably likely to affect adversely such qualification or exemption, or result in the imposition of excise taxes or income taxes or unrelated business income under the Code or ERISA with respect to any such employee benefit plan.
(iv) JLH and its Subsidiaries do not have a defined benefit plan subject to Title IV of ERISA and do not have a current or contingent obligation to contribute to any multi-employer plan (as defined in Section 3(37) of ERISA). JLH and its Subsidiaries have no liability with respect to any employee benefit plan (as defined in Section 3(3) of ERISA) other than with respect to the employee benefit plans listed on the JLH Disclosure Schedule.
(v) There are ...
ERISA; Employee Benefit Plans. (i) Section 3.01(l)(i)(A) of the US BioEnergy Disclosure Schedule sets forth a complete and accurate list of each (i) pension plan (as defined in Section 3(2) of the Employee Benefit Income Security Act of 1974, as amended (“ERISA”)) or post-retirement or employment health or medical plan, program, policy or arrangement, (ii) bonus, incentive or deferred compensation or equity or equity-based compensation plan, program, policy or arrangement , (iii) severance, change in control, retention or termination plan, program, policy or arrangement or (iv) other material compensation or benefit plan, program, policy or arrangement, in each case, sponsored, maintained, contributed to or required to be maintained or contributed to by US BioEnergy, any of its Subsidiaries or any other person or entity that, together with US BioEnergy, is treated as a single employer under Section 414 of the Code (each, a “US BioEnergy Commonly Controlled Entity”) for the benefit of any current or former director, officer, employee or independent contractor of US BioEnergy or any of its Subsidiaries, in each case other than the US BioEnergy Benefit Agreements (defined below) (each, a “US BioEnergy Benefit Plan”). Section 3.01(l)(i)(B) of US BioEnergy Disclosure Schedule sets forth a complete and accurate list of each employment, consulting, incentive or deferred compensation, material equity or material equity-based compensation, severance, change in control, retention, termination or other material contract between US BioEnergy or any of its Subsidiaries, on the one hand, and any current or former director, officer, employee or independent contractor of US BioEnergy or any of its Subsidiaries, on the other hand (each, a “US BioEnergy Benefit Agreement”). With respect to each US BioEnergy Benefit Plan and US BioEnergy Benefit Agreement, US BioEnergy has made available to VeraSun complete and accurate copies of (A) such US BioEnergy Benefit Plan or US BioEnergy Benefit Agreement, including any amendment thereto, (B) each trust, insurance, annuity or other funding contract related thereto, (C) the most recent financial statements and actuarial or other valuation reports prepared with respect thereto and (D) the two most recent annual reports on Form 5500 required to be filed with the IRS with respect thereto (if any).
(ii) Each US BioEnergy Benefit Plan and US BioEnergy Benefit Agreement (and any related trust or other funding vehicle) has been administered in accordance with its terms a...
