ERISA; Employee Benefits. (a) SCHEDULE 4.16 lists, as of the Amendment Effective Date, all Employee Plans and Pension Plans ("Plans") maintained or sponsored by the Borrower and its Subsidiaries or to which the Borrower or any of its Subsidiaries is obligated to contribute and separately identifies all Qualified Plans (as defined below) and all Multiemployer Plans. The Borrower has delivered true and correct copies of all such Plans to the Agent.
(b) Each such Plan is in compliance with the applicable provisions of ERISA, the Internal Revenue Code and other federal or state law, including all requirements under the Internal Revenue Code or ERISA for filing reports (which are true and correct in all material respects as of the date filed), the noncompliance with which could reasonably be expected to have a Material Adverse Effect, and benefits have been paid in accordance with the provisions of each such Plan.
(c) The form of each Plan intended to be qualified under Section 401 of the Internal Revenue Code ("Qualified Plan") to the knowledge of the Borrower qualifies under Section 401 of the Internal Revenue Code, and the trusts created thereunder are, to the knowledge of the Borrower, exempt from tax under the provisions of Section 501 of the Internal Revenue Code, and to the knowledge of the Borrower nothing has occurred that would cause the loss of such qualification or tax-exempt status.
(d) There is no outstanding liability under Title IV of ERISA with respect to any Plan maintained or sponsored by the Borrower and its Subsidiaries (as to which the Borrower or any of its Subsidiaries is or may be liable), nor with respect to any Plan to which any of the Borrower or its Subsidiaries (wherein the Borrower or any of its Subsidiaries is or may be liable) contributes or is obligated to contribute that could reasonably be expected to have a Material Adverse Effect.
(e) None of the Qualified Plans subject to Title IV of ERISA has any unfunded benefit liability as defined in Section 4001(a)(18) of ERISA (as to which the Borrower or any of its Subsidiaries is or may be liable) that could reasonably be expected to have a Material Adverse Effect.
(f) No Plan maintained or sponsored by the Borrower or any of its Subsidiaries provides medical or other welfare benefits or extends coverage relating to such benefits beyond the date of a participant's termination of employment with the Borrower or such Subsidiary, except to the extent required by Section 4980B of the Internal Revenue Code and a...
ERISA; Employee Benefits. 19 4.19 Environment, Health and Safety................................................................ 20 4.20
ERISA; Employee Benefits. Each Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or has timely filed for a favorable determination letter from the Internal Revenue Service and no event has occurred since the date of the last determination letter that could reasonably be expected to materially adversely affect the qualified status of such Plan. Each Plan is in full force and effect and has been administered in accordance with its terms and is and has been, and each plan administrator and fiduciary of a Plan is acting and has been acting, in compliance with all applicable requirements of the Code and ERISA (including the funding, reporting and disclosure and prohibited transaction provisions thereof) and other applicable laws, regulations and rulings in connection with each such Plan. No Plan has been terminated or partially terminated. The Company has no Plan which is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA. The Company or one of its Subsidiaries has made, accrued or provided for all contributions required under each Plan. To the knowledge of the Company, no event has occurred or is reasonably expected to occur with respect to any employee pension benefit plan of the Company or any member of the Company's controlled group (within the meaning of Section 414 of the Code), which could reasonably be expected to directly or indirectly result in any material liability (other than liability arising in the Ordinary Course of Business) to the Company or any member of its controlled group pursuant to Title IV of ERISA or Section 412 of the Code. No Plan has incurred an "accumulated funding deficiency" within the meaning of Section 412 of the Code or Section 302 of ERISA.
ERISA; Employee Benefits. Each Plan (other than a Plan which is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA) that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or has timely filed for a favorable determination letter from the Internal Revenue Service and no event has occurred since the date of the last determination letter that could reasonably be expected to materially adversely affect the qualified status of such Plan. Each Plan (other than a Plan which is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA) is in full force and effect and has been administered in all material respects in accordance with its terms and is and has been, and each plan administrator and fiduciary of a Plan is acting and has been acting, in compliance in all material respects with all applicable requirements of the Code and ERISA (including the funding, reporting and disclosure and prohibited transaction provisions thereof) and other applicable laws, regulations and rulings in connection with each such Plan. No Plan has been terminated or partially terminated. With respect to each Plan which is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA, no complete or partial withdrawal (within the meaning of Sections 4203 and 4205 of ERISA) has occurred, no such Plan is in reorganization or insolvency (within the meaning of Title IV of ERISA) and no material withdrawal liability has been assessed against the Company. The Company or one of its Subsidiaries has made, accrued or provided for all contributions required under each Plan. To the knowledge of the Company, no event has occurred or is reasonably expected to occur with respect to any employee pension benefit plan of the Company or any member of the Company's controlled group (within the meaning of Section 414 of the Code), which could reasonably be expected to directly or indirectly result in any material liability (other than liability arising in the ordinary course) to the Company or any member of its controlled group pursuant to Title IV of ERISA or Section 412 of the Code. No Plan (other than a Plan which is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA) has incurred an "accumulated funding deficiency" within the meaning of Section 412 of the Code or Section 302 of ERISA.
ERISA; Employee Benefits. 63 4.11 Subsidiaries............................................................64 4.12
ERISA; Employee Benefits. Section 4.18 of the Disclosure Schedules sets forth a complete and correct list of 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”)) and each other benefit plan, program or arrangement maintained, established, sponsored, contributed or required to be contributed to by any member of the Company Group, or with respect to which the Company Group has any material liability (each a “Plan” and collectively, the “Plans”). The Company Group does not maintain, contribute to, or have any liability under (or with respect to) any “defined benefit plan” (as defined in Section 3(35) of ERISA), or any “multiemployer plan” (as defined in Section 3(37) of ERISA), and does not otherwise have any current or potential liability under Title IV of ERISA. No Plan has any unfunded or underfunded liabilities. Each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified. Each of the Plans has been maintained, funded and administered in material compliance with its terms and with the applicable provisions of ERISA, the Code, and any other applicable laws. The Company Group has no current or potential liability under ERISA or the Code by reason of being considered a single employer under Section 414 of the Code with any Person other than a member of the Company Group.
ERISA; Employee Benefits. Section 3.1(hh) of the Disclosure Schedules sets forth a complete and correct list of 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”)) and each other material benefit plan, program or arrangement maintained, established, sponsored, contributed, or required to be contributed, to by any member of the Company Group, or with respect to which the Company Group has any material liability (each a “Plan” and collectively, the “Plans”). The Company Group does not maintain, contribute to, or have any liability under (or with respect to) any “defined benefit plan” (as defined in Section 3(35) of ERISA), or any “multiemployer plan” (as defined in Section 3(37) of ERISA), and does not otherwise have any current or potential liability under Title IV of ERISA. No Plan that is required to be funded has any unfunded or underfunded liabilities. Each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified. Each of the Plans has been maintained, funded and administered in material compliance with its terms and with the applicable provisions of ERISA, the Code, and any other applicable laws. The Company Group has no current or potential liability under ERISA or the Code by reason of being considered a single employer under Section 414 of the Code with any Person other than a member of the Company Group.
ERISA; Employee Benefits. The Seller hereby represents and warrants to Buyer that as of the date hereof and as of the Closing Date: (a) Section 3.12(a) of the Seller Disclosure Schedule identifies each Seller Employee Plan with an annual cost in excess of $100,000. The Seller has furnished or made available to Buyer true and complete copies of such Seller Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof together with (i) the most recent annual report prepared in connection with any such Seller Employee Plan (Form 5500 or 5500-C including, if applicable, Schedules A and B thereto), (ii) the summary plan description currently in effect for each such Seller Employee Plan and all modifications thereof, (iii) for each such Seller Employee Plan with respect to which there is no summary plan description in effect, a written description of such Seller Employee Plan including all materials distributed or made available to employees with respect to such Seller Employee Plan and (iv) the most recent financial statements and actuarial reports (if any) for each such Seller Employee Plan and its related trust (if any), (collectively, the "Seller Employee Plan Documents").
ERISA; Employee Benefits. Except as set forth on Schedule 3.16, Seller does not maintain, and has never maintained, an "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, nor any other type of employee benefit plan. Except as set forth on Schedule 3.16, all contributions required by law or contract to be made to fund the employee benefit plans for any plan year, or other period on the basis of which contributions are required ending before the date hereof, have been made as of the date hereof. The transactions contemplated by this Agreement shall not create any material obligation on the part of Purchaser for any severance payment or similar payment to any employee of Seller or any of its affiliates.
ERISA; Employee Benefits. Schedule 3.16 lists each Employee Plan that covers any Employee, copies of which, and a summary plan description of each of which, have been made available or furnished to the Purchaser. Neither the Company nor any ERISA Affiliate has ever sponsored or maintained or has ever had any liability with respect to any plan subject to Title IV or ERISA, any funded welfare benefit plan, as defined in Section 419 of the Code, any multiple employer plan, or any arrangement subject to Section 409A of the Code. Neither the Company nor any ERISA Affiliate has any agreement or commitment to create any additional Employee Plan or Benefit Arrangement, enter into any additional employment agreement, or modify or change any existing Plan or employment agreement. With respect to each Employee Plan or Benefit Arrangement (each, a “Plan”), the Company has heretofore made available to the Purchaser true, correct and complete copies of (i) all documents which comprise the most current version of each such Plan, including any related trust agreements, insurance contracts or other funding or investment agreements and any amendments thereto, and (ii) with respect to each Plan that is an “employee benefit plan,” as defined in Section 3(3) of ERISA, (A) the three (3) most recent Annual Reports (Form 5500 Series) and accompanying schedules for each of the Plans for which such a report is required, (B) the three (3) most recent certified financial statements for each of the Plans for which such a statement is required or was prepared and (C) for each Plan intended to be “qualified” within the meaning of Section 401(a) of the Code, the most recent IRS determination, advisory or opinion letter issued to the Company, the Subsidiaries or, as applicable, the prototype plan sponsor, with respect to such Plan. To the Knowledge of the Company, the Company and each ERISA Affiliate has performed and complied with all of their obligations under and with respect to the Plans and each of the Plans has, at all times, in form, operation and administration complied with its terms, and, where applicable, the requirements of the Code, ERISA and all other applicable Laws. To the Knowledge of the Company, each Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified and is the subject of a favorable IRS determination, advisory or opinion letter on which it may rely and, to the Knowledge of the Company, nothing has occurred which reasonably could be expected...
