Existence of Plans. For purposes of this Agreement, the ------------------ term "Plans" shall mean (i) all "Employee Benefit Plans" (as such term is ----- defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of which the Company, any of its Subsidiaries or any ----- member of the same controlled group of businesses as the Company or any of its Subsidiaries within the meaning of Section 4001(a)(14) of ERISA (an "ERISA ----- Affiliate") is or ever was a sponsor or participating employer or as to which --------- the Company or any of its Subsidiaries or any of their respective ERISA Affiliates makes contributions or is required to make contributions and (ii) any similar employment, severance or other arrangement or policy of the Company or any of its Subsidiaries or of any of their respective ERISA Affiliates (whether written or oral) providing for insurance coverage (including self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits or retirement benefits, or for profit sharing, deferred compensation, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits. Except as is disclosed in Section 6.16.1 of the Company Disclosure -------------- Letter, (i) neither the Company, any of its Subsidiaries nor any of their respective ERISA Affiliates maintains or sponsors (or ever maintained or sponsored), or makes or is required to make contributions to, any Plans, (ii) none of the Plans is or was a "multi-employer plan," as defined in Section 3(37) of ERISA, (iii) none of the Plans is or was a "defined benefit pension plan" within the meaning of Section 3(35) of ERISA, and (iv) none of the Plans provides or provided post-retirement medical or health benefits, (v) none of the Plans is or was a "welfare benefit fund," as defined in Section 419(e) of the Code, or an organization described in Sections 501(c)(9) or 501(c)(20) of the Code, (vi) neither the Company, any of its Subsidiaries, nor any ERISA Affiliate is or was a party to any collective bargaining agreement, and (vii) neither the Company, any of its Subsidiaries, nor any ERISA Affiliate has announced or otherwise made any commitment to create or amend any Plan (except with respect to amendments required by law or regulation). Notwithstanding any statement or indication in this Agreement to the contrary, there are no Plans (a) as to whi...
Existence of Plans. Exhibit 3.15.1 is an accurate and complete list of all Employee Plans of Seller. "Employee Plans" means any pension, retirement, disability, medical, dental or other health insurance plan, life insurance or other death benefit plan, profit sharing, deferred compensation, stock option, bonus or other incentive plan, vacation benefit plan, severance plan, or other employee benefit plan or arrangements including, without limitation, any "pension plan" as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and any "welfare plan" as defined in Section 3(l) of ERISA, whether or not any of the foregoing is funded: (i) to which Seller is a party or by which Seller is bound; or (ii) with respect to which Seller has made any payments or contributions since January 1, 1996, or may otherwise have any liability (including any such plan or other arrangement formerly maintained by Seller or to which Seller contributed or had an obligation to contribute).
Existence of Plans. Section 4.12(a) of the Disclosure Letter lists each Plan. Neither the Company nor any of its ERISA Affiliates sponsors, maintains, participates in, contributes to, or is required to participate in or contribute to, or has ever sponsored, maintained, participated in, contributed to, or has been required to participate in or contribute to (i) a “multiemployer plan,” as defined in Section 3(37) or 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) any pension plan subject to Section 412 of the Code or Section 302 or Title IV of ERISA, (iii) any plan, agreement or arrangement that provides or provided post-retirement medical, health or other welfare benefits other than as required by applicable law, and (iv) any “welfare benefit fund,” as defined in Section 419(e) of the Code, or an organization described in Sections 501(c)(9) or 501(c)(20) of the Code, and the Company and ERISA Affiliates do not have any liability, whether actual or contingent, or obligation under any such Plan, fund or organization. In addition, neither the Company nor any of the ERISA Affiliates have announced or otherwise made any commitment to create or amend any Plan. Except as disclosed in Section 4.12(a)(i) of the Disclosure Letter, there are no Plans which Buyer Sub or the Company will not be able to terminate immediately after the Closing in accordance with their terms and ERISA without material liability to the Company. With respect to each Plan, at the Closing there will be no unrecorded material Liabilities in accordance with the Company’s normal accounting practices with respect to the establishment, implementation, operation, administration or termination of any such Plan, or the termination of the participation in any such Plan by the Company or any of its ERISA Affiliates. The Company has made available to Buyer true and complete copies of: (i) each of the Plans and any related funding agreements thereto (including insurance contracts) including all amendments, all of which are legally valid and binding and in full force and effect and there are no defaults thereunder, (ii) the currently effective summary plan description pertaining to each of the Plans, if any, (iii) the three (3) most recent annual reports of Form 5500 for each of the Plans (including all related schedules), if any, (iv) the most recent IRS determination letter, opinion, notification or advisory letter (as the case may be) for each Plan which is intended to constitu...
Existence of Plans. For purposes of this Agreement, the term "Plans" shall mean (i) all "employee benefit plans" (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of which any member of the Company Group, or any member of the same controlled group as a member of the Company Group within the meaning of Section 4001(a)(14) of ERISA (an "ERISA Affiliate") is or ever was a sponsor or participating employer or as to which a member of the Company Group or any of their ERISA Affiliates makes contributions or is required to make contributions, and (ii) any similar employment, severance or other arrangement or policy of any of the Company Group members or any of their ERISA Affiliates (whether written or oral) providing for health, life, vision or dental insurance coverage (including self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits or retirement benefits, fringe benefits, or for profit sharing, deferred compensation, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits. Except as disclosed on Schedule 5.20, neither a member of the Company Group nor any of their respective ERISA Affiliates maintains or sponsors (or ever maintained or sponsored), or makes or is required to make contributions to, any Plans. None of the Plans is or was a 34 39
Existence of Plans. 11 (b) ADMINISTRATION......................................... 12 (c)
Existence of Plans. All "Employee Benefit Plans" as defined in Section 3(3) of ERISA, sponsored, maintained or contributed to by PVS are listed on Exhibit 4.10(a), and complete and accurate copies of the plans (or related insurance policies) have been furnished to Xxxxxx. Except as disclosed in Exhibit 4.10(a), PVS is not a party to, does not have in effect or to become effective after the date of this Agreement, any bonus, cash or deferred compensation, severance, medical, health or hospitalization, pension, profit sharing or thrift, retirement, stock option, employee stock ownership, life or group insurance, death benefit, welfare, salesmen incentive, vacation, sick leave, disability, trust agreement, arrangement or other welfare or pension benefit plan (as such terms are defined by ERISA).
Existence of Plans. Section 7.14(a) of the Disclosure Letter lists each Plan. None of the Plans (i) is a “multiemployer plan,” as defined in Section 3(37) or 4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) is subject to Section 412 of the Code or Section 302 or Title IV of ERISA, (iii) provides post-retirement medical, health or other welfare benefits other than as required by applicable law, and (iv) is a “welfare benefit fund,” as defined in Section 419(e) of the Code, or an organization described in Sections 501(c)(9) or 501(c)(20) of the Code. In addition, neither the Selling Entities nor any of the ERISA Affiliates have made any legally enforceable commitment to create or amend any Plan. There are no Plans which Parent, the Surviving Entity or the Selling Entities will not be able to terminate immediately after the Closing in accordance with their terms and ERISA. The Selling Entities have made available to Parent true and complete copies of: (i) each of the Plans and any related funding agreements thereto (including insurance contracts) including all amendments, (ii) the currently effective summary plan description pertaining to each of the Plans, if any, (iii) the three (3) most recent annual reports of Form 5500 for each of the Plans (including all related schedules), if any and (iv) the most recent IRS determination letter, opinion, notification or advisory letter (as the case may be) for each Plan which is intended to constitute a qualified plan under Section 401 of the Code. For purposes of this Agreement, “ERISA Affiliate” means any person that, together with any of the Selling Entities as of any relevant date was or is required to be treated as a single employer under Code Section 414 or ERISA.
Existence of Plans. Section 4.13(a) of the Company Disclosure Letter sets forth a correct and complete list of all “employee benefit plans”, as that term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and all other benefit plans, programs, agreements or arrangements, including pension, retirement, profit sharing, deferred compensation, stock option, change in control, retention, equity or equity-based compensation, stock purchase, employee stock ownership, severance pay, vacation, bonus or other incentive plans, all medical, vision, dental or other health plans, all life insurance plans, and all other material employee benefit plans or fringe benefit plans, in each case, whether oral or written, funded or unfunded, or insured or self-insured, maintained or sponsored by the Company or any Company Subsidiary, or to which the Company or any Company Subsidiary contributes or is obligated to contribute thereunder, or with respect to which the Company or any Company Subsidiary has or may have any Liability or obligation (contingent or otherwise) (the “Plans”). Neither the Company nor any of the ERISA Affiliates have announced or otherwise made any commitment to create or amend any Plan. For purposes of this Agreement, “ERISA Affiliate” means any Person that, together with the Company as of any relevant date, was or is required to be treated as a single employer under Code Section 414 or ERISA. There are no Plans which Parent or the Company will not be able to terminate immediately after the Closing in accordance with their terms and ERISA.
Existence of Plans. Except as disclosed on Section 2.14(a) of the Company Disclosure Schedule, (i) neither the Company nor any of its ERISA Affiliates maintains or sponsors (or ever maintained or sponsored), or makes or is required to make contributions to, any Plans, (ii) none of the Plans is or was a "multi-employer plan", as defined in Section 3(37) of ERISA, (iii) none of the Plans is or was a "defined benefit pension plan" within the meaning of Section 3(35) of ERISA, (iv) none of the Plans provides or provided post-retirement medical or health benefits, except as required by any Law, (v) none of the Plans is or was a "welfare benefit fund," as defined in Section 419(e) of the Internal Revenue Code, or an organization described in Sections 501(c)(9) or 501(c)(20) of the Internal Revenue Code, (vi) neither the Company nor any of its ERISA Affiliates is or was a party to any collective bargaining agreement, and (vii) neither the Company nor any of its ERISA Affiliates has announced or otherwise made any commitment to create or amend any Plan. Notwithstanding any statement or indication in this Agreement to the contrary, there are no Plans (A) as to which Broadcom will be required to make any contributions or with respect to which Broadcom shall have any obligation or liability whatsoever, whether on behalf of any of the current employees of the Company or on behalf
Existence of Plans. For purposes of this Agreement, the term "Plans" shall mean (i) all "employee benefit plans" (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of which any member of the Company Group, or any member of the same controlled group as a member of the Company Group within the meaning of Section 4001(a)(14) of ERISA (an "ERISA -29- 34
