List of Plans. Set forth in Section 4.10(a) of the Company Disclosure Letter is an accurate and complete list of all domestic and foreign (i) "employee benefit plans," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("ERISA"); (ii) bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, "voluntary employees' beneficiary associations" ("VEBAs"), under Section 501(c)(9) of the Code, profit-sharing, pension or retirement, deferred compensation, medical, life, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or practices (whether or not insured); and (iii) employment, consulting, termination, and severance contracts or agreements; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred to in (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; that have been established, maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) or with respect to which any potential liability is borne by the Company or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.10, any predecessors to the Company or to any of its Subsidiaries and all employers (whether or not incorporated) that would be treated together with the Company and any of its Subsidiaries as a single employer (1) within the meaning of Section 414 of the Code, or (2) as a result of the Company or any Subsidiary being or having been a general partner of any such employer), since January 1, 1993 ("Employee Benefit Plans").
Appears in 2 contracts
Samples: Merger Agreement (Cordiant Communications Group PLC /Adr), Merger Agreement (Healthworld Corp)
List of Plans. Set forth in Section 4.10(aSchedule 3.19
(a) of the Company Disclosure Letter is an accurate and complete list of all domestic and foreign (i) "employee benefit plans," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("ERISA"); (ii) bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, "voluntary employees' beneficiary associations" ("VEBAs"), under Section 501(c)(9) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code"), profit-sharing, pension or retirement, deferred compensation, medical, life, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or practices (whether or not insured); and (iii) employment, consulting, termination, and severance contracts or agreements; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred to in (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; that have been established, maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) or with respect to which any potential liability is borne by the Company or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.103.19, any predecessors to the Company or to any of its Subsidiaries and all employers (whether or not incorporated) that would be treated together with the Company and or any of its Subsidiaries as a single employer (1) within the meaning of Section 414 of the Code, or (2) as a result of the Company or any Subsidiary being or having been a general partner of any such employer), since January November 1, 1993 1992 ("Employee Benefit Plans").
Appears in 2 contracts
Samples: Merger Agreement (Speizer Mark), Merger Agreement (National Information Group)
List of Plans. Set forth in Section 4.10(a3.15(a) of the Company Disclosure Letter Schedule is an accurate and complete list of all domestic and foreign (i) "“employee benefit plans," ” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("ERISA"); (ii) bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, "“voluntary employees' ’ beneficiary associations" ” ("“VEBAs"), ”) under Section 501(c)(9) of the Internal Revenue Code, profit-sharing, pension or retirement, deferred compensation, medical, lifelife insurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or practices (whether or not insured); and (iii) employment, consulting, termination, and severance contracts or agreementsContracts; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, contracts, agreements Contracts and/or practices (referred to in (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; that have been established, maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) or with respect to which any potential liability is borne by the Company or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.103.15, any predecessors to the Company or to any of its Subsidiaries and all employers (whether or not incorporated) that would be treated together with the Company and or any of its Subsidiaries as a single employer (1) within the meaning of Section 414 of the Internal Revenue Code, or (2) as a result of the Company or any Subsidiary being or having been a general partner of any such employer), since January 1September 2, 1993 1974 ("“Employee Benefit Plans"”).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Emcore Corp), Merger Agreement (Emcore Corp)
List of Plans. Set forth in Section 4.10(aSchedule 2.15(a) of the Company Disclosure Letter attached hereto is an accurate and complete list of all domestic and foreign (i) "employee benefit plans," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("ERISA"); (ii) bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, "voluntary employees' beneficiary associations" ("VEBAs"), under Section 501(c)(9) of the Code, profit-sharing, pension or retirement, deferred compensation, medical, life, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or practices (whether or not insured); and (iii) employment, consulting, termination, and severance severance, non-competition contracts or agreements; in each case for active, retired or former employees or directors, /whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred to in (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; that have been established, maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) or with respect to which any potential liability is borne by the Company or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.102.15, any predecessors to the Company or to any of its Subsidiaries and all employers (whether or not incorporated) that would be are by reason of common control treated together with the Company and Company, and/or any of its Subsidiaries as a single employer (1i) within the meaning of Section 414 of the Code, Code or (2ii) as a result of the Company or any Subsidiary being or having been a general partner of any such employer), since January 1September 2, 1993 1974 ("Employee Benefit Plans"). Each Employee Benefit Plan is in writing.
Appears in 1 contract
Samples: Securities Purchase Agreement (American Physician Partners Inc)
List of Plans. Set forth in Section 4.10(aSchedule 2.19(a) of the Company Disclosure Letter is an accurate and complete list of all domestic and foreign (i) "“employee welfare benefit plans," ” (“Company Welfare Plans”), within the meaning of Section 3(33(1) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("“ERISA"”); (ii) “employee pension benefit plans” (“Company Pension Plans”), within the meaning of Section 3(2) of ERISA; (iii) bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, "“voluntary employees' ’ beneficiary associations" ” ("“VEBAs"”), under Section 501(c)(9) of the Code, profit-sharing, pension or retirement, deferred compensation, medical, lifelife insurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or practices (whether or not insured); and (iiiiv) employment, consulting, termination, and severance contracts or agreements; , in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred to in (i), (ii), (iii) or (iiiiv) above) are in writing or are otherwise exempt from the provisions of ERISA; , that have been established, are maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) or with respect to which any potential liability is borne by the Company or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.102.19, any predecessors to the Company or to any of its Subsidiaries and all employers (whether or not incorporated) that would be treated together with the Company and or any of its Subsidiaries as ‘a single employer (1) within the meaning of Section 414 of the Code, or ) (2) as a result all of the Company or any Subsidiary being or having been a general partner of any such employerforegoing plans, programs, arrangements, commitments, practices, contracts and agreements referred to in (i), since January 1(ii), 1993 ("Employee Benefit iii) and (iv) above are collectively referred to as “Company Plans"”).
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List of Plans. Set forth in Section 4.10(aSchedule 3.10(a) of the Company Disclosure Letter is an accurate and complete list of all domestic and foreign (i) "“employee benefit plans," ” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("“ERISA"”), whether qualified or non-qualified, and whether funded or unfunded; (ii) bonus, stock option, stock purchase, stock appreciation right, restricted stock, incentive, fringe benefit, "“voluntary employees' ’ beneficiary associations" ” ("“VEBAs"), ”) under Section 501(c)(9) of the Code, profit-sharing, pension pension, or retirement, deferred compensation, medical, lifelife insurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or standard practices (whether or not insured); and (iii) employment, consulting, termination, and severance contracts or agreements; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred to in (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; that have been established, are maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) or with respect to which any potential liability is borne by the Company or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.103.10, any predecessors to the Company or to any of its Subsidiaries and all employers (whether or not incorporated) that would be treated together with the Company and Company, any of its Subsidiaries and/or any Company Stockholder as a single employer (1) within the meaning of Section 414 of the Code, Code or (2) as a result of with respect to which the Company or any Subsidiary being or having been a general partner of its Subsidiaries has any such employer), since January 1, 1993 liability ("“Employee Benefit Plans"”).
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List of Plans. Set forth in Section 4.10(aSchedule 3.21(a) of the Company Disclosure Letter is an accurate and complete list of all domestic and foreign (i) "employee benefit plans," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("ERISA"); , (ii) bonus, savings, profit-sharing, stock option, stock purchase, restricted stock, phantom stock or other equity based compensation, incentive, fringe benefit, "voluntary employees' beneficiary associations" ("VEBAs"), under Section 501(c)(9) of the Code, profit-sharingCode section 125 "cafeteria" or "flexible" benefit, pension employee loan, educational assistance, pension, or retirement, deferred compensation, medical, life, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement retirement, group insurance, change-in-control, retention and unemployment benefit plans, programs, arrangements, commitments and/or practices (whether or not insured); and , (iii) employment, consulting, termination, and severance contracts or agreements; in each case agreements for active, retired or former employees or directorsdirectors and (iv) any other similar plans, programs, arrangements, commitments, contracts agreements or practices, in each case (referred to in (i), (ii), (iii) or (iv) above), whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred to in subsections (i), (ii), (iii) or (iiiiv) above) are in writing or are otherwise exempt from the provisions of ERISA; , that have been established, maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) or with respect to which any potential liability is (whether direct, indirect, contingent or otherwise) may be borne by the Company or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.103.21, any predecessors to the Company or to any of its Subsidiaries and all employers (whether or not incorporated) that would be treated together with the Company and any of its Subsidiaries and/or Seller as a single employer (1) within the meaning of Section 414 of the Code, Code or (2) as a result of the Company or any Subsidiary and/or Seller being or having been a general partner of any such employer), since January 1September 2, 1993 ("Employee 1974("Employee Benefit Plans").
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List of Plans. Set forth in Section 4.10(aon Schedule 3.20(a) of the Company Disclosure Letter is an accurate and complete list of all domestic U.S. and foreign non-U.S. (“Employee Benefit Plans”), defined as:
(i) "“employee benefit plans," ” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("“ERISA"”); ;
(ii) bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, "“voluntary employees' ’ beneficiary associations" ” ("“VEBAs"”), under Section 501(c)(9) of the Code, profit-profit sharing, pension pension, or retirement, deferred compensation, medical, life, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or practices (whether or not insured); and and
(iii) employment, consulting, termination, and severance contracts or agreements; in each case agreements for active, retired retired, or former employees or directors, regardless of whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred to in (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; ERISA that have been established, maintained maintained, or contributed to (or with respect to which an obligation to contribute has been undertaken) or with respect to which any potential liability is borne by the Company DMI or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.103.20, any predecessors to the Company DMI or to any of its Subsidiaries and all employers (whether or not incorporated) that would be treated treated, together with the Company and DMI, any of its Subsidiaries and/or DMI as a single employer (1A) within the meaning of Section 414 of the Code, Code or (2B) as a result of the Company DMI or any Subsidiary and/or DMI being or having been a general partner of any such employer), since January 1September 2, 1993 ("Employee Benefit Plans")1974.
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List of Plans. Set forth in Section 4.10(a3.10(a) of the Company Disclosure Letter is an accurate and complete list of all domestic and foreign (i) "“employee benefit plans," ” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("“ERISA"”), whether qualified or non-qualified, and whether funded or unfunded; (ii) bonus, stock option, stock purchase, stock appreciation right, restricted stock, incentive, fringe benefit, "“voluntary employees' ’ beneficiary associations" ” ("“VEBAs"), ”) under Section 501(c)(9) of the Code, profit-sharing, pension pension, or retirement, deferred compensation, medical, lifelife insurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or practices (whether or not insured); and (iii) employment, consulting, termination, and severance contracts or agreements; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred to in (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; that have been established, are maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) or with respect to which any potential liability is borne by the Company or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.103.10, any predecessors to the Company or to any of its Subsidiaries and all employers (whether or not incorporated) that would be treated together with the Company and Company, any of its Subsidiaries and/or any Company Stockholder as a single employer (1) within the meaning of Section 414 of the Code, Code or (2) as a result of with respect to which the Company or any Subsidiary being or having been a general partner of its Subsidiaries has any such employer), since January 1, 1993 liability ("“Employee Benefit Plans"”).
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List of Plans. Set forth in Section 4.10(a) All of the Company Disclosure Letter is an accurate and complete list Group’s Employee Benefit Plans are set forth on Schedule 4.31(a). For purposes of all domestic and foreign this Agreement, “Employee Benefit Plans” are defined as:
(i) "“employee benefit plans," ” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("“ERISA"”); ;
(ii) bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, "“voluntary employees' ’ beneficiary associations" ” ("“VEBAs"), ”) under Section 501(c)(9) of the Code, profit-profit sharing, pension pension, or retirement, deferred compensation, medical, health savings, health reimbursement, health care or dependent care flexible spending, life, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or or practices (whether or not insured), and any other plan, program, arrangement, commitment or practice that may be maintained for the benefit of active, retired, or former employees or directors; and and
(iii) employment, consulting, termination, and severance contracts or agreements; in each case agreements and any other contract or agreement subject to Section 409A of the Code for active, retired retired, or former employees or directors, regardless of whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or or practices (referred to in (i), ; (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; ERISA that have been established, maintained maintained, or contributed to (or with respect to which an obligation to contribute has been undertaken) or with respect to which any potential liability is borne by the Company or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.10, any predecessors to the Company or to any of its Subsidiaries and all employers (whether or not incorporated) that would be treated together with the Company and any of its Subsidiaries as a single employer (1) within the meaning of Section 414 of the Code, or (2) as a result of the Company or any Subsidiary being or having been a general partner of any such employer), since January 1, 1993 ("Employee Benefit Plans")Group.
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List of Plans. Set forth in Section 4.10(aon Schedule 3.22(a) of to the Company Disclosure Letter is an accurate and complete list of all material domestic and foreign (i) "”employee benefit plans," ” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("“ERISA"”); (ii) bonus, stock option, stock purchase, restricted stock, incentive, statutory fringe benefit, "voluntary employees' beneficiary associations" ("VEBAs"), under Section 501(c)(9) of the Code, profit-sharing, pension pension, or retirement, deferred compensation, medical, lifelife insurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, and/or arrangements, commitments and/or practices (whether or not insured); and (iii) employment, consulting, termination, and severance contracts or agreements; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred to in (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; that have been established, maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) or with respect to which any potential liability is borne by the Company or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.103.22, any predecessors to the Company or to any of its Subsidiaries and all employers (whether or not incorporated) that would be treated together with the Company and any of its Subsidiaries as a single employer (1) within the meaning of Section 414 of the CodeCode (an “ERISA Affiliate”, has any liability (contingent or otherwise) (each, a “Company Benefit Plan” and collectively, the “Company Benefit Plans”). Neither the Company nor its ERISA Affiliates sponsors, maintains, contributes to, or (2) as a result of has, nor has the Company or its ERISA Affiliates ever sponsored, maintained, contributed to, or had any Subsidiary being obligation under, any bonus, stock option, stock purchase, restricted stock or having been a general partner incentive plan; any voluntary employees’ beneficiary associations (“VEBAs”) under Section 501(c)(9) of the Code; any such employerpension plan within the meaning of Section 3(2) of ERISA that is subject to Title IV of ERISA; any plan providing for post- employment or retiree health or life insurance and/or other welfare benefits (other than as required under Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code), since January 1, 1993 ("Employee Benefit Plans"); or any multiple employer welfare arrangement within the meaning of Section 3(40) of ERISA.
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List of Plans. Set forth in Section 4.10(a) 3.13 of the Company Disclosure Letter Schedule is an accurate and complete list of all material domestic and foreign (i) "“employee benefit plans," ” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("“ERISA"”); (ii) bonus, stock option, stock purchase, restricted stock, incentive, statutory fringe benefit, "“voluntary employees' ’ beneficiary associations" ” ("“VEBAs"), ”) under Section 501(c)(9) of the Code, profit-sharing, pension pension, or retirement, deferred compensation, medical, lifelife insurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, and/or arrangements, commitments and/or practices (whether or not insured); and (iii) employment, consulting, termination, and severance contracts or agreements; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred to in (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; that have been established, maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) by the Company or any of its Subsidiaries or with respect to which any potential liability is borne by the Company or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.103.13, any predecessors to of the Company or to of any of its Subsidiaries and all employers (whether or not incorporated) that would be treated together with the Company and or any of its Subsidiaries as a single employer (1) within the meaning of Section 414 of the Code, ) has incurred any liability (contingent or (2otherwise) as a result of the Company or any Subsidiary being or having been a general partner of any such employer), since January March 1, 1993 2005, and, to the Company’s Actual Knowledge, prior to such date ("Employee each, a “Company Benefit Plan” and collectively, the “Company Benefit Plans"”).
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List of Plans. Set forth in Section 4.10(aSchedule 3.19
(a) of the Company Disclosure Letter is an accurate and complete list of all domestic and foreign (i) "“employee welfare benefit plans," ” (“Company Welfare Plans”), within the meaning of Section 3(33(1) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("“ERISA"”); (ii) “employee pension benefit plans” (“Company Pension Plans”), within the meaning of Section 3(2) of ERISA; (iii) bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, "“voluntary employees' ’ beneficiary associations" ” ("“VEBAs"”), under Section 501(c)(9) of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the “Code”), profit-sharing, pension or retirement, deferred compensation, medical, lifelife insurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or practices (whether or not insured); and (iiiiv) employment, consulting, termination, and severance contracts or agreements; , in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred to in (i), (ii), (iii) or (iiiiv) above) are in writing or are otherwise exempt from the provisions of ERISA; , that have been established, are maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) or with respect to which any potential liability is borne by the Company or any of its Subsidiaries (including, for this purpose and for the purpose of all of the representations in this Section 4.103.19, any predecessors to the Company or to any of its Subsidiaries and all employers (whether or not incorporated) that would be treated together with the Company and or any of its Subsidiaries as a single employer (1) within the meaning of Section 414 of the Code, or Code (2) as a result all of the Company or any Subsidiary being or having been a general partner of any such employerforegoing plans, programs, arrangements, commitments, practices, contracts and agreements referred to in (i), since January 1(ii), 1993 ("Employee Benefit iii) and (iv) above are collectively referred to as “Company Plans"”).
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List of Plans. Set forth in Section 4.10(a4.15(a) of the Company Disclosure Letter is an accurate and complete list of all domestic and and, subject as provided by the final sentence of this Section 4.15(a), foreign (i) "employee benefit plans," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder ("ERISA"), where applicable; (ii) bonus, stock option, stock purchase, restricted stock, incentive, fringe benefit, "voluntary employees' beneficiary associations" ("VEBAs"), ) under Section 501(c)(9) of the Code, where applicable, profit-sharing, pension or retirement, deferred compensation, medical, lifelife insurance, disability, accident, salary continuation, severance, accrued leave, vacation, sick pay, sick leave, supplemental retirement and unemployment benefit plans, programs, arrangements, commitments and/or practices (whether or not insured); and (iii) employment, consulting, termination, and severance contracts or agreements; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, contracts, agreements and/or practices (referred to in (i), (ii) or (iii) above) are in writing or are otherwise exempt from the provisions of ERISA; that have been established, maintained or contributed to (or with respect to which an obligation to contribute has been undertaken) or with respect to which any potential liability is borne by the Company or any of its Subsidiaries (Subsidiaries, including, solely for this purpose and solely for the purpose of all of the representations in this Section 4.104.15, any predecessors to the Company or to any of its Subsidiaries and all employers (whether or not incorporated) that would be treated together with the Company and any of its Subsidiaries as a single employer (1) within the meaning of Section 414 of the Code, or (2) as a result of the Company or any Subsidiary being or having been a general partner of any such employer), since January 1, 1993 Code ("Employee Benefit Plans"). In respect of each of the UK Subsidiaries acquired by Lighthouse Holdings (UK) Limited, the details of Employee Benefit Plans as at the date of the relevant Acquisition Agreement disclosed by the Company Disclosure Letter are not incomplete or inaccurate in any material respect as at the date of this Agreement (and as of the Effective Date).
Appears in 1 contract
Samples: Merger Agreement (Cordiant Communications Group PLC /Adr)