ERISA Plans or Labor Issues Sample Clauses

ERISA Plans or Labor Issues. Except as reflected in Schedule 2.1.8.8 hereto, the Company does not currently sponsor, maintain or contribute to and has not at any time sponsored, maintained or contributed to any employee benefit plan which is or was subject to any provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). The Company has not engaged in any unfair labor practices which could reasonably be expected to result in a material adverse effect on its operations or assets. There are no labor disputes or, to the knowledge of the Shareholder, any disputes threatened by current or former employees of the Company. As to each Employee Plan:
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ERISA Plans or Labor Issues. Schedule 2.1.8 sets forth a brief description all Employee Compensation Plans which A&J maintains, to which A&J contributes or has an obligation to contribute, or with respect to which A&J has any liability or reasonable expectation of liability (all such plans, policies, programs and arrangements individually, a "Plan" and collectively, "Plans") as of the Effective Date. Except as set forth in Schedule 2.1.8, A&J does not maintain any Plans. For purposes of this Section 2.1.19, all references to A&J shall be deemed to refer to A&J and any trade or business, whether or not incorporated, which together with A&J would be deemed or treated as a "single employer" within the meaning of Section 414 of the Code or ERISA Section 4001. None of the Plans (i) is an "employee pension benefit plan" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), (ii) is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA, (iii) is a plan of the type described in Section 4063 of ERISA or Section 413(c) of the Code, (iv) is a "multiemployer plan" (as defined in Section 3(37) of ERISA), (v) provides for medical, dental, life, disability or other insurance benefits to current or future retired employees or former employees of A&J (other than as required for group health plan continuation coverage under Code Section 4980B or similar state law), (vi) obligates A&J to pay any severance or similar benefits solely as a result of a change in control or ownership within the meaning of Code Section 280G, or (vii) is a "voluntary employees' beneficiary association" within the meaning of Code Section 501(c)(9). Each Plan is, in all material respects, in compliance, and has been administered, maintained and funded in all material respects in accordance, with the applicable provisions of ERISA and the Code and all other applicable laws, rules and regulations. To the best knowledge of A&J and the Shareholder, neither A&J nor any fiduciary to any Plan, with respect to any Plan, has (i) engaged in any prohibited transaction under ERISA or the Code; (ii) breached any fiduciary duty owed by it; or (iii) failed to file and distribute, timely and properly, all reports and information required to be filed or distributed in accordance with ERISA or the Code. There are no pending or threatened, actions, suits, investigations, arbitrations or claims with respect to any Plan (other than routi...
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ERISA Plans or Labor Issues. Except as identified in Schedule 2.1.8.8, the Company does not currently sponsor, maintain or contribute to, and has not at any time sponsored, maintained or contributed to, any Employee Plan (as defined in Section 2.1.8.8 hereof) or any employee benefit plan which is subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended (AERISA@), in which any of its employees are or were participants (whether on an active or frozen basis). Each Employee Plan set forth in Schedule 2.1.8.8 complies currently, and has complied in the past, in form and operation, with the applicable provisions of ERISA, the Internal Revenue Code of 1986, as amended (the ACode@) and other applicable laws including, without limitation, all qualification and reporting and disclosure requirements. Also, with respect to each Employee Plan, the Company and any other party in interest has not engaged in any prohibited transaction or any violation of its fiduciary duties to such plan. All contributions required to be made to each Employee Plan under the terms of such Employee Plan, ERISA or other applicable law have been timely made and there are no delinquent contributions as of the Closing Date. None of the Employee Plans (i) is a Amultiemployer plan@ (as defined in Section 3(37) of ERISA), (ii) is a defined benefit pension plan subject to Title IV of ERISA, (iii) is a Avoluntary employees= beneficiary association@ within the meaning of Code Section 501(c)(9), (iv provides for medical or other insurance benefits to current or future retired employees or former employees of the Company (other than as required for group health plan continuation coverage under Code Section 4980B (ACOBRA@) or applicable state law), or (v) obligates the Company to pay any benefits solely as a result of a change in control of the Company. During the six years preceding the Closing Date, (i no under-funded pension plan subject to Section 412 of the Code has been transferred out of the Company, (ii) the Company has not participated in or contributed to, or had an obligation to contribute to, any multiemployer plan (as defined in ERISA Section 3(37)) and has no withdrawal liability with respect to any multiemployer plan, and (iii) the Company has not maintained any pension plan subject to Title IV of ERISA. There are no claims, lawsuits or regulatory actions which have been asserted, instituted or threatened against any Employee Plan by any fiduciary or participant of such plan...
Sample 1
ERISA Plans or Labor Issues. True, correct, and complete copies of each of the Employee Plans, and related trusts, contracts and agreements, if applicable, including all amendments thereto, and any governmental correspondence and determination letters have been furnished to Key. There has also been furnished to Key, with respect to each Employee Plan required to file such report, the Form 5500s for the past three years and the most recent summary plan description. Except as identified in SCHEDULE 3.1.8.8 hereto, neither QSI nor any QSI Subsidiary currently sponsors, maintains or contributes to or has or could have any liability with respect to any Employee Plan. Each Employee Plan complies currently, and has complied in the past, in form and operation, with the plan's terms and with the applicable provisions of ERISA, the Code and all other applicable laws, including, without limitation, the qualification and reporting and disclosure requirements of the Code and ERISA including, without limitation, filing of all applicable Forms 5500 and timely providing all notices, including, but not limited to, under COBRA and the Health Insurance, Portability and Accountability Act. Each Employee Plan intended to be qualified under Code Section 401(a) or 501, (i) satisfies in form the requirements of such Section except to the extent amendments are not required by law to be made until a date after the Effective Date, (ii) has received, or will apply for during the applicable time period, a favorable determination letter from the IRS that covers all amendments required to be made by the Code and the regulations as in effect as of the date of this Agreement regarding such qualified status, and (iii) has not been operated in a way that would adversely affect its qualified status. Also, with respect to each Employee Plan, QSI, each QSI Subsidiary, and any other party in interest have not engaged in any prohibited transaction or any violation of its fiduciary duties to such plan. All contributions, premiums or payments required to be made with respect to each Employee Plan under the terms of such Employee Plan, ERISA, the Code or other applicable law have been timely made and there will be no delinquent contributions as of the Effective Date. For completed years of such Employee Plans, all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any governmental entity, and no fact or event exists that could give rise to any such cha...
Sample 1
ERISA Plans or Labor Issues. For purposes of this Section 2.1.19., the term Company shall collectively refer to the Company, each Company Subsidiary and each other entity which is treated as a single employer with the Company or a Company Subsidiary under Section 414 of he Code. Except as identified in Schedule 2.1.8., the Company does not currently sponsor, maintain or contribute to, and has not at any time sponsored, maintained or contributed to any Employee Plan (as defined in Section 2.1.8.8. hereof) or any other employee benefit plan which is or was subject to any of the provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA ), in which any of its employees are or were participants (whether or not on an active or frozen basis). Each Employee Plan set forth in Schedule 2.1.8. hereto complies currently, and has complied in the past, in form and operation, with the applicable provisions of ERISA, the Code and other applicable laws including, without limitation, the timely filing of all 5500 series forms. Also, with respect to each employee Plan, the Company has not engaged in any prohibited transaction or any violation of its fiduciary duties to such plan. All contributions required to be made to each Employee Plan under the terms of such Employee Plan, ERISA or other applicable law have been timely made and there are no delinquent contributions as of the Closing Date. None of the Employee Plans (i) is a multiemployer plan (as defined in Section 3(37) of ERISA), (ii) is a defined benefit pension plan subject to Title IV of ERISA, (iii) is a voluntary employees beneficiary association within the meaning of Code Section 501(c)(9), (iv) provides for medical or other insurance benefits to current or future retired employees or former employees of the Company (other than as required for group health plan continuation coverage under Code Section 4980B (COBRA ) or applicable state law), or (v) obligates the Company to pay any benefits solely as a result of any change in control of the Company. During the six years preceding the Closing Date, (i) no under-funded pension plan subject to Section 412 of the Code has been transferred out of the Company and (ii) the Company has not participated in or contributed to, or had an obligation to contribute to any multiemployer plan (as defined in ERISA Section 3(37)) and has no withdrawal liability with respect to any multiemployer plan. There are no claims or lawsuits which have been asserted, instituted or threatened ag...
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ERISA Plans or Labor Issues. Schedule 2.1.8 sets forth a brief description all Employee Compensation Plans which A&J Southeast maintains, to which A&J Southeast contributes or has an obligation to contribute, or with respect to which A&J Southeast has any liability or reasonable expectation of liability (all such plans, policies, programs and arrangements individually, a "Plan" and collectively, "Plans") as of the Effective Date.
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ERISA Plans or Labor Issues 
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Related to ERISA Plans or Labor Issues

  • ERISA Plans Any one or more of the following events occurs with respect to a Plan of the Borrower subject to Title IV of ERISA, provided such event or events could reasonably be expected, in the judgment of the Bank, to subject the Borrower to any tax, penalty or liability (or any combination of the foregoing) which, in the aggregate, could have a material adverse effect on the financial condition of the Borrower:

  • ERISA; Benefit Plans Section 4.26(d) of the Disclosure Statement accurately (i) lists each ERISA Pension Benefit Plan (A)(1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date hereof were, in whole or in part, the responsibility of the Seller or any Seller Subsidiary or (2) respecting which the Seller or any Seller Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Seller ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Seller or any Seller Subsidiary (each plan described in this clause (C) and each Seller ERISA Pension Plan being a "Seller ERISA Benefit Plan"), (ii) states the termination date of each Seller ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Seller has provided Apple with (i) true, complete and correct copies of (A) each Seller ERISA Benefit Plan and ERISA Affiliate Pension Plan, (B) each trust agreement related thereto and (C) all amendments to those plans and trust agreements. Except as accurately set forth in Section 4.26(d) of the Disclosure Statement, (i) neither the Seller nor any Seller Subsidiary is, or at any time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Seller or a Seller Subsidiary was a member, among its members any Person other than the Seller and the Seller Subsidiaries and (ii) no Person is an ERISA Affiliate of the Seller or any Seller Subsidiary (other than the Seller or any Seller Subsidiary in the case of any other Seller Subsidiary or any Seller Subsidiary in the case of the Seller, if the Seller and the Seller Subsidiaries comprise an ERISA Group).

  • Benefit Plans; ERISA (a) Section 2.09(a) of the Disclosure Schedule contains a true and complete list and description of each of the Benefit Plans and identifies each of the Benefit Plans that is a Qualified Plan and relates to Employees.

  • ERISA Plan The Buyer is an employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974.

  • Employee Benefit Plans; Labor Matters (a) Section 4.09(a) of the Company Disclosure Schedule lists (i) all employee benefit plans as defined in Section 3(3) of ERISA) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Company Subsidiary, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under Section 4212(c) of ERISA and (iv) any contracts, arrangements or understandings between the Seller or any of its affiliates and any employee of the Company or of any Company Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company (collectively, the "COMPANY BENEFIT PLANS"). With respect to each Company Benefit Plans, the Company has delivered or made available to Parent a true, complete and correct copy of (i) such Company Benefit Plan and the most recent summary plan description related to such Company Benefit Plan, if a summary plan description is required therefor, (ii) each trust agreement or other funding arrangement relating to such Company Benefit Plan, (iii) the most recent annual report (Form 5500) filed with the IRS) with respect to such Company Benefit Plan, (iv) the most recent actuarial report or financial statement relating to such Company Benefit Plan and (v) the most recent determination letter issued by the IRS with respect to such Company Benefit Plan, if it is qualified under Section 401(a) of the Code. Except as disclosed on Section 4.09(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Company Subsidiary. Neither the Company nor any Company Subsidiary has any express or implied commitment, whether legally enforceable or not, (i) to create, incur liability with respect to or cause to exist any other employee benefit plan, program or arrangement, (ii) to enter into any contract or agreement to provide compensation or benefits to any individual or (iii) to modify, change or terminate any Company Benefit Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

  • No ERISA Plan The Issuer will not establish or maintain or contribute to any Pension Plan that is covered by Title IV of ERISA.

  • Company Employee Plans (a) Part 3.19(a) of the Disclosure Schedule sets forth a complete and accurate list of each material Company Employee Plan. For purposes of this Agreement, “

  • Employee Plans Except as provided in Section 4.12, the Assuming Institution shall have no liabilities, obligations or responsibilities under the Failed Bank’s health care, bonus, vacation, pension, profit sharing, deferred compensation, 401K or stock purchase plans or similar plans, if any, unless the Receiver and the Assuming Institution agree otherwise subsequent to the date of this Agreement.

  • Pension Plans Any of the following events shall occur with respect to any Pension Plan:

  • Company Plans Section 1.10(a),.................... 5 Company..........................................................................

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