List of Plans. Set forth in Section 3.15(a) of the Company Disclosure Schedule is an accurate and complete list of all domestic and foreign (i) “employee benefit plans,” within the meaning of Section 3(3) of 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, life 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; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, 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 3.15, 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 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 having been a general partner of any such employer), since September 2, 1974 (“Employee Benefit Plans”).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Emcore Corp), Agreement and Plan of Merger (Emcore Corp)
List of Plans. Set forth in Section 3.15(aSchedule 3.19(a) of the Company Disclosure 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 of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code"), profit-sharing, pension or retirement, deferred compensation, medical, life insurancelife, 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 Contractscontracts or agreements; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, Contracts 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 3.153.19, 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 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 September 2November 1, 1974 1992 (“"Employee Benefit Plans”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Speizer Mark), Agreement and Plan of Merger (National Information Group)
List of Plans. Set forth in Section 3.15(a4.10(a) of the Company Disclosure Schedule 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, profit-sharing, pension or retirement, deferred compensation, medical, life insurancelife, 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 Contractscontracts or agreements; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, Contracts 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 3.154.10, 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 or and 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 September 2January 1, 1974 1993 (“"Employee Benefit Plans”").
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Healthworld Corp), Agreement and Plan of Merger (Cordiant Communications Group PLC /Adr)
List of Plans. Set forth in Section 3.15(aSchedule 3.10(a) of the Company Disclosure 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”), 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 Internal Revenue Code, profit-sharing, pension pension, or retirement, deferred compensation, medical, life 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 Contractscontracts or agreements; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, Contracts 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 3.153.10, 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 or Company, any of its Subsidiaries and/or any Company Stockholder as a single employer (1) within the meaning of Section 414 of the Internal Revenue Code, Code or (2) as a result of with respect to which the Company or any Subsidiary having been a general partner of its Subsidiaries has any such employer), since September 2, 1974 liability (“Employee Benefit Plans”).
Appears in 1 contract
List of Plans. Set forth in Section 3.15(a) 3.13 of the Company Disclosure 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 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 Internal Revenue Code, profit-sharing, pension pension, or retirement, deferred compensation, medical, life 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 Contractscontracts or agreements; in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, Contracts 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 3.153.13, 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 or any of its Subsidiaries as a single employer (1) within the meaning of Section 414 of the Internal Revenue Code) has incurred any liability (contingent or otherwise) since March 1, or 2005, and, to the Company’s Actual Knowledge, prior to such date (2) as each, a result of “Company Benefit Plan” and collectively, the “Company or any Subsidiary having been a general partner of any such employer), since September 2, 1974 (“Employee Benefit Plans”).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eye Care Centers of America Inc)
List of Plans. Set forth in Section 3.15(aSchedule 3.21(a) of the Company Disclosure 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, 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 Internal Revenue Code, profit-sharingCode section 125 "cafeteria" or "flexible" benefit, pension employee loan, educational assistance, pension, or retirement, deferred compensation, medical, life insurancelife, 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; in each case contracts or 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 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 3.153.21, 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 or any of its Subsidiaries and/or Seller as a single employer (1) within the meaning of Section 414 of the Internal Revenue Code, Code or (2) as a result of the Company and/or Seller being or any Subsidiary having been a general partner of any such employer), since September 2, 1974 (“Employee 1974("Employee Benefit Plans”").
Appears in 1 contract
List of Plans. Set forth in Section 3.15(aSchedule 3.19(a) of the Company Disclosure Schedule 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; (iiiii) 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 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; contracts or agreements, in each case for active, retired or former employees or directors, whether or not any such plans, programs, arrangements, commitments, Contracts 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 3.153.19, 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 or any of its Subsidiaries as a single employer (1) within the meaning of Section 414 of the Internal Revenue Code, or Code (2) as a result all of the Company or any Subsidiary having been a general partner of any such employerforegoing plans, programs, arrangements, commitments, practices, contracts and agreements referred to in (i), since September 2(ii), 1974 (iii) and (iv) above are collectively referred to as “Employee Benefit Company Plans”).
Appears in 1 contract
List of Plans. Set forth in Section 3.15(aSchedule 2.15(a) of the Company Disclosure Schedule 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 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, life insurancelife, 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 Contractsseverance, 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 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 3.152.15, 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 or Company, and/or any of its Subsidiaries as a single employer (1i) within the meaning of Section 414 of the Internal Revenue 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 September 2, 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 3.15(aSchedule 2.19(a) of the Company Disclosure 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) bonusbonus (including any bonus pool), 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, life 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; Contracts or agreements, in each case for active, retired or former employees employees, members, directors or directorsmanagers, whether or not any such plans, programs, arrangements, commitments, Contracts 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 3.152.19, any predecessors to the Company or to any of its Subsidiaries such Subsidiary and all employers (whether or not incorporated) that would be treated together with the Company or any of its Subsidiaries such Subsidiary 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 such Subsidiary being or having been a general partner of any such employer), since September 2November 1, 1974 1992 (“Employee Benefit Plans”).
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (First Advantage Corp)