Common use of List of Plans Clause in Contracts

List of Plans. Section 3.17.1 of the Seller Disclosure Letter sets forth a complete and accurate list of all (i) employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) compensation, employment, consulting, severance, termination protection, change of control, transaction bonus, retention or similar plan, agreement, arrangement, program or policy, (iii) any other plan, agreement, arrangement, program or policy providing for bonus, incentive compensation, deferred compensation, retiree medical or life insurance, supplemental retirement, nonqualified trusts, stock option, restricted stock, phantom stock, stock appreciation rights or other equity or equity-based incentive compensation and (iv) all other plans, contracts or agreements, whether formal or informal, whether or not set forth in writing, whether covering one person or more than one person, and whether or not subject to any of the provisions of ERISA, which are maintained, contributed to or sponsored by the Seller or any ERISA Affiliate (as defined in Section 3.17.3) for the benefit of any employee of the Seller that will be classified as an Affected Employee at the Closing (assuming for these purposes that the Triggering Event has occurred and such individual accepts an offer of employment with the Purchaser, collectively, the “Covered Employees”) , or which are maintained, contributed to or sponsored by the Seller or any ERISA Affiliate for the benefit of, or otherwise cover, any current or former employee of the Seller or any ERISA Affiliate and for whom Purchaser may have any direct or indirect liability (each item so listed on Section 3.17.1 of the Seller Disclosure Letter being referred to herein individually as a “Plan” and collectively as the “Plans”). The Seller has delivered to the Purchaser a complete and accurate copy (where applicable) of (a) each Plan (including all amendments thereto whether or not such amendments are currently effective); (b) the current prospectus or summary plan description and all summaries of material modifications relating to each Plan; (c) each trust agreement or other funding arrangement with respect to each Plan, including insurance contracts or other funding vehicles; (d) the three (3) most recently filed IRS Form 5500 and accompanying schedules or attachments relating to each Plan and any amendments thereto; (e) the most recently received IRS opinion or determination letter for each Plan; and (f) all current employee handbooks, manuals and policies.

List of Plans. Section 3.17.1 of the Seller Disclosure Letter sets forth (a) Schedule 3.13.1 contains a correct and complete and accurate list of all pension, profit sharing, retirement, deferred compensation, welfare, legal services, medical, dental or other employee benefit or health insurance plans, life insurance or other death benefit plans, disability, equity compensation, bonus, severance pay, retention and other similar plans, programs or agreements, covering any Persons currently or formerly employed by any Company or in which any Person currently or formerly employed by any Company currently participates or is eligible to participate or the beneficiaries or dependents of any such Persons and that is currently maintained or was maintained by any Company or any ERISA Affiliate of any Company, or pursuant to which any Company has or may reasonably be expected to have any Liability, obligation or commitment under ERISA, the Code or any other Applicable Laws (collectively, the "Company Plans"). The Companies have not scheduled or agreed upon future increases of benefit levels (or the creation of new benefits) with respect to any employee of any Company except for increases in base compensation in the Ordinary Course of Business, and no such increases or benefits have been proposed or made the subject of communications to any employees of any Company or their beneficiaries or dependents. (b) The Companies have made available to Buyer, Buyer Cdn or Buyer's Parent complete copies, as of the date hereof, of all of the Company Plans that have been reduced to writing, together with all documents establishing or constituting any related trust, annuity contract, insurance contract or other funding instrument, and summaries of those that have not been reduced to writing, including, complete copies of, including amendments, of the following (to the extent applicable): (i) employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”))current Company Plan document, (ii) compensation, employment, consulting, severance, termination protection, change of control, transaction bonus, retention the current summary plan descriptions or similar plan, agreement, arrangement, program or policydescription of Company Plans not subject to ERISA, (iii) any other planthe most recently filed Form 5500 and schedules thereto, agreement, arrangement, program or policy providing for bonus, incentive compensation, deferred compensation, retiree medical or life insurance, supplemental retirement, nonqualified trusts, stock option, restricted stock, phantom stock, stock appreciation rights or other equity or equity-based incentive compensation and (iv) all the most recent IRS determination or opinion letter, as applicable, (v) the most recent allocation or actuarial reports, and (vi) employee booklets, personnel manuals and other plans, contracts material documents or agreements, whether formal written materials concerning the Company Plans that are in the possession or informal, whether or not set forth in writing, whether covering custody of one person or more than one person, and whether or not subject to any of the provisions Companies or Sellers as of ERISA, which are maintained, contributed to or sponsored by the Seller date hereof. (c) None of the Companies or any ERISA Affiliate (sponsored or has ever sponsored a "defined benefit plan" as defined in ERISA Section 3.17.33(35) for the benefit of which any employee Company has or could reasonably be expected to have any Liability. None of the Seller that will be classified Company Plans is or has ever been a "multiemployer plan" as an Affected Employee at defined in ERISA Section 3(37) or a "multiple employer plan" (a plan maintained by two or more employers who are not related under Code Sections 414(b), 414(c) or 414(m)). (d) None of the Closing (assuming for these purposes that the Triggering Event has occurred and such individual accepts an offer of employment with the Purchaser, collectively, the “Covered Employees”) , or which are maintained, contributed to or sponsored by the Seller Companies or any ERISA Affiliate for the benefit ofof any Company has ever maintained a Company Plan providing health or life insurance benefits to former employees, other than as required pursuant to Code Section 4980B or otherwise cover, to any current or former employee of the Seller or any ERISA Affiliate and for whom Purchaser may have any direct or indirect liability (each item so listed on Section 3.17.1 of the Seller Disclosure Letter being referred to herein individually as a “Plan” and collectively as the “Plans”). The Seller has delivered to the Purchaser a complete and accurate copy (where applicable) of (a) each Plan (including all amendments thereto whether or not such amendments are currently effective); (b) the current prospectus or summary plan description and all summaries of material modifications relating to each Plan; (c) each trust agreement or other funding arrangement with respect to each Plan, including insurance contracts or other funding vehicles; (d) the three (3) most recently filed IRS Form 5500 and accompanying schedules or attachments relating to each Plan and any amendments thereto; state law conversion rights. (e) Except as set forth on Schedule 3.13.1, none of the most recently received IRS opinion Companies is a party to or determination letter for each Plan; and otherwise has any Liability in respect of any deferred compensation plans, arrangements or agreements subject to Code Section 409. (f) all current employee handbooksExcept as contemplated by Section 3.13.5, manuals and policiesno Company Plan previously maintained by any Company or its ERISA Affiliates that was subject to ERISA has been terminated.

List of Plans. Section 3.17.1 of the Seller Disclosure Letter sets forth a complete and accurate list of Schedule 3.8 to this Agreement lists all (i) employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), (ii) compensation, employment, consulting, severance, termination protection, change of control, transaction and all bonus, retention or similar plan, agreement, arrangement, program or policy, (iii) any other plan, agreement, arrangement, program or policy providing for bonus, incentive compensationincentive, deferred compensation, stock option, restricted stock, stock appreciation rights, phantom stock rights, retiree medical or life insurance, supplemental retirement, nonqualified trusts, stock option, restricted stock, phantom stock, stock appreciation rights severance or other equity or equity-based incentive compensation and (iv) all other benefit plans, contracts individual retirement programs or agreementsarrangements, whether formal and all termination, severance or informal, whether or not set forth in writingother Contracts, whether covering one person Person or more than one personPerson, and whether or not subject to any of the provisions of ERISA, which are or have been maintained, contributed to or sponsored by IMS Holdco or the Seller Company or any ERISA Affiliate (as defined in Section 3.17.33.19.3) for the benefit of any employee of IMS Holdco or the Seller that will be classified Company (each item listed on Schedule 3.8 being referred to herein individually, as an Affected Employee at the Closing (assuming for these purposes that the Triggering Event has occurred a "Plan" and such individual accepts an offer of employment with the Purchaser, collectively, as the “Covered Employees”) "Plans"). For purposes of this Agreement, "foreign benefit plan" means each material plan, program or which are maintainedagreement contributed to, contributed to sponsored or sponsored maintained by either IMS Holdco, the Seller Company or any ERISA Affiliate for that is maintained outside of the benefit ofUnited States, or otherwise cover, any current that covers primarily employees residing or former employee working outside of the Seller or any ERISA Affiliate United States, and for whom Purchaser may have any direct or indirect liability (each item so listed on Section 3.17.1 of the Seller Disclosure Letter being referred to herein individually which would be treated as a “Plan” and collectively as the “Plans”)Plan had it been a material United States plan, program or agreement. The Seller IMS Holdco has delivered to the Purchaser Purchaser, to the extent applicable, a complete and accurate copy (where applicable) of of: (a) each written Plan and descriptions of any unwritten Plan (including all amendments thereto whether or not such amendments are currently effective); (b) the current prospectus or each summary plan description and all summaries of subsequent material modifications relating to each a Plan; (c) each current trust agreement or other funding arrangement with respect to each Plan, including insurance contracts or other funding vehiclescontracts; (d) the three (3) most recently filed IRS Form 5500 and accompanying schedules or attachments relating to each Plan and any amendments theretoPlan, if any; (e) the most recently received IRS opinion opinion, advisory or determination letter for each Plan, if any; and (f) all current employee handbooksthe three most recently prepared actuarial reports (if applicable) and financial statements, manuals and policiesif any, in connection with each Plan. None of the Principals, IMS Holdco or the Company has made any commitment, (i) to create or cause to exist any Plan not set forth on Schedule 3.8 or (ii) to modify, change or terminate any Plan.

List of Plans. Section 3.17.1 of the Seller Disclosure Letter sets forth Schedule 3.9 to this Agreement contains a true and complete and accurate list of all (i) employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) compensation, employment, consulting, severance, termination protection, change of control, transaction and all bonus, retention or similar plan, agreement, arrangement, program or policy, (iii) any other plan, agreement, arrangement, program or policy providing for bonus, incentive compensationincentive, deferred compensation, stock option, restricted stock, stock appreciation rights, phantom stock rights, collective bargaining, retiree medical or life insurance, supplemental retirement, nonqualified trustsemployment, stock optionchange in control, restricted stock, phantom stock, stock appreciation rights severance or other equity benefit plans, individual retirement programs or equity-based incentive compensation arrangements, and (iv) all termination, severance or other Contracts, and all other plans, contracts or agreements, whether formal benefit programs, policies or informal, whether or not set forth in writingother arrangements, whether covering one person Person or more than one personPerson, and whether or not subject to any of the provisions of ERISA, whether formal or informal, whether oral or written, (x) which are maintained, contributed to or sponsored by the Seller Company or any ERISA Affiliate (as defined in Section 3.17.3) for the benefit of any employee current or former employee, director or consultant of the Seller that will be classified as an Affected Employee at Company or (y) under which the Closing (assuming for these purposes that the Triggering Event Company has occurred and such individual accepts an offer of employment with the Purchaser, collectively, the “Covered Employees”) , or which are maintained, contributed to or sponsored by the Seller or any ERISA Affiliate for the benefit of, or otherwise cover, any current or former employee of the Seller or any ERISA Affiliate and for whom Purchaser may have any direct or indirect future liability (each item so listed on Section 3.17.1 of the Seller Disclosure Letter Schedule 3.9 being referred to herein individually individually, as a “Plan” and collectively collectively, as the “Plans”). The Seller Company has delivered to or made available for review by the Purchaser or its representative, to the extent applicable, a complete and accurate copy (where applicable) of of: (a) each written Plan and descriptions of any unwritten Plan (including all amendments thereto whether or not such amendments are currently effective); (b) the current prospectus or each summary plan description and all summaries of material modifications relating to each a Plan and other written communications concerning the Plan; (c) each trust agreement or other funding arrangement with respect to each Plan, including insurance contracts or other funding vehiclescontracts; (d) the three (3) most recently filed IRS Form 5500 and accompanying schedules or attachments relating to each Plan and any amendments theretoattached schedules; (e) the most recently received IRS opinion or determination letter for each Plan; and (f) all current employee handbooksthe three most recently prepared audited financial statements in connection with each Plan. The Company has not made any commitment, manuals and policies(i) to create or cause to exist any Plan not set forth on Schedule 3.9 or (ii) to modify, change or terminate any Plan.

List of Plans. Section 3.17.1 of the Seller Disclosure Letter Schedule 3.17 to this Agreement sets forth a an accurate and complete and accurate list of all (i) employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) compensationeach foreign benefit plan, employment, consulting, severance, termination protection, change of control, transaction and all bonus, retention or similar plan, agreement, arrangement, program or policy, (iii) any other plan, agreement, arrangement, program or policy providing for bonus, incentive compensationincentive, deferred compensation, stock option, restricted stock, stock appreciation rights, phantom stock rights, retiree medical or life insurance, supplemental retirement, nonqualified trusts, stock option, restricted stock, phantom stock, stock appreciation rights severance or other equity or equity-based incentive compensation and (iv) all other benefit plans, contracts programs or agreementsarrangements, and all termination, severance or other Contracts, whether formal or informal, whether or not set forth in writing, whether covering one person Person or more than one personPerson, and whether or not subject to any of the provisions of ERISA, which are maintainedor have been maintained within the preceding three years, contributed to or sponsored by the Seller Company or any ERISA Affiliate (as defined in Section 3.17.3) for the benefit of any employee of the Seller that will be classified as an Affected Employee at the Closing (assuming for these purposes that the Triggering Event has occurred and such individual accepts an offer of employment with the Purchaser, collectively, the “Covered Employees”) , or which are maintained, contributed to or sponsored by the Seller or any ERISA Affiliate for the benefit of, or otherwise cover, any current or former employee of the Seller Company or any ERISA Affiliate and for whom Purchaser may have any direct or indirect liability (each item so listed on Section 3.17.1 of the Seller Disclosure Letter Schedule 3.17 being referred to herein individually individually, as a “Plan” and collectively collectively, as the “Plans”). For purposes of this Agreement, “foreign benefit plan” means each material plan, program or agreement contributed to, sponsored or maintained by either the Company or any ERISA Affiliate or any other Person that is maintained outside of the United States, or that covers primarily employees residing or working outside of the United States, and which would be treated as a Plan had it been a material United States plan, program or agreement. The Seller Company has delivered to the Purchaser Purchaser, to the extent applicable, a complete and accurate copy (where applicable) of of: (a) each written Plan and descriptions of any unwritten Plan (including all amendments thereto whether or not such amendments are currently effective); (b) the current prospectus or each summary plan description description, if any, and all summaries of material modifications relating to each a Plan; (c) each trust agreement or other funding arrangement arrangement, if any, with respect to each Plan, including insurance contracts or other funding vehicles; (d) the three (3) most recently filed IRS Form 5500 and accompanying schedules or attachments Forms 5500, if applicable, relating to each Plan and any amendments theretoPlan; (e) the most recently received favorable IRS opinion or determination letter for each Plan, if applicable; (f) the three most recently prepared actuarial reports and financial statements in connection with each Plan, if applicable; and (fg) all current employee handbooksthe most recent nondiscrimination test performed under the Code (including, manuals without limitation 401(k) and policies401(m), if applicable). Except as set forth on Schedule 3.17, the Company has not expressly or impliedly made any commitment, whether legally enforceable or not, (i) to create or cause to exist any Plan not set forth on Schedule 3.17 or (ii) to modify, change or terminate any Plan.

List of Plans. Section 3.17.1 of the Seller Disclosure Letter Schedule 3.8 to this Agreement sets forth a an accurate and complete and accurate list of all (i) employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)), (ii) compensationeach foreign benefit plan, employment, consulting, severance, termination protection, change of control, transaction and all bonus, retention or similar plan, agreement, arrangement, program or policy, (iii) any other plan, agreement, arrangement, program or policy providing for bonus, incentive compensationincentive, deferred compensation, stock option, restricted stock, stock appreciation rights, phantom stock rights, retiree medical or life insurance, supplemental retirement, nonqualified trusts, stock option, restricted stock, phantom stock, stock appreciation rights severance or other equity or equity-based incentive compensation and (iv) all other benefit plans, contracts programs or agreementsarrangements, and all termination, severance or other Contracts, whether formal or informal, whether or not set forth in writing, whether covering one person Person or more than one personPerson, and whether or not subject to any of the provisions of ERISA, which are or have been maintained, contributed to or sponsored by the Seller Company or any ERISA Affiliate (as defined in Section 3.17.33.19.3) for the benefit of any employee of the Seller that will be classified as an Affected Employee at the Closing (assuming for these purposes that the Triggering Event has occurred and such individual accepts an offer of employment with the Purchaser, collectively, the “Covered Employees”) , or which are maintained, contributed to or sponsored by the Seller or any ERISA Affiliate for the benefit of, or otherwise cover, any current or former employee of the Seller Company or any ERISA Affiliate and for whom Purchaser may have any direct or indirect liability (each item so listed on Section 3.17.1 of the Seller Disclosure Letter Schedule 3.8 being referred to herein individually individually, as a “Plan” and collectively collectively, as the “Plans”). For purposes of this Agreement, “foreign benefit plan” means each material plan, program or agreement contributed to, sponsored or maintained by either the Company or any ERISA Affiliate or any other Person that is maintained outside of the United States, or that covers primarily employees residing or working outside of the United States, and which would be treated as a Plan had it been a material United States plan, program or agreement. The Seller Company has delivered to the Purchaser Purchaser, to the extent applicable, a complete and accurate copy (where applicable) of of: (a) each written Plan and descriptions of any unwritten Plan (including all amendments thereto whether or not such amendments are currently effective); (b) the current prospectus or each summary plan description and all summaries of material modifications relating to each a Plan; (c) each trust agreement or other funding arrangement with respect to each Plan, including insurance contracts or other funding vehicles; (d) the three (3) most recently filed IRS Form Forms 5500 and accompanying schedules or attachments relating to each Plan and any amendments theretoPlan; (e) the most recently received favorable IRS opinion or determination letter for each Plan, if applicable; (f) the three most recently prepared actuarial reports and financial statements in connection with each Plan, if applicable; and (fg) all current employee handbooksthe most recent nondiscrimination test performed under the Code (including, manuals without limitation 401(k) and policies401(m)), if applicable. Neither the Seller nor the Company has expressly or impliedly made any commitment, whether legally enforceable or not, (i) to create or cause to exist any Plan not set forth on Schedule 3.8 or (ii) to modify, change or terminate any Plan.

List of Plans. Section 3.17.1 of the Seller Disclosure Letter sets forth a complete and accurate list of Schedule 3.8 to this Agreement lists all (i) employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")), (ii) compensation, employment, consulting, severance, termination protection, change of control, transaction and all bonus, retention or similar plan, agreement, arrangement, program or policy, (iii) any other plan, agreement, arrangement, program or policy providing for bonus, incentive compensationincentive, deferred compensation, stock option, restricted stock, stock appreciation rights, phantom stock rights, retiree medical or life insurance, supplemental retirement, nonqualified trusts, stock option, restricted stock, phantom stock, stock appreciation rights severance or other equity or equity-based incentive compensation and (iv) all other benefit plans, contracts individual retirement programs or agreementsarrangements, whether formal and all termination, severance or informal, whether or not set forth in writingother Contracts, whether covering one person Person or more than one personPerson, and whether or not subject to any of the provisions of ERISA, which are or have been maintained, contributed to or sponsored by WWG, TEAM, O-A, Pulse, the Seller Company, any Subsidiary or any ERISA Affiliate (as defined in Section 3.17.33.19.3) for the benefit of any employee of WWG, TEAM, O-A, Pulse, the Seller that will be classified Company or any Subsidiary (each item listed on Schedule 3.8 being referred to herein individually, as an Affected Employee at the Closing (assuming for these purposes that the Triggering Event has occurred a "Plan" and such individual accepts an offer of employment with the Purchaser, collectively, as the “Covered Employees”) "Plans"). For purposes of this Agreement, "foreign benefit plan" means each material plan, program or which are maintainedagreement contributed to, contributed to sponsored or sponsored maintained by either the Seller Company or any ERISA Affiliate for or any other Person that is maintained outside of the benefit ofUnited States, or otherwise cover, any current that covers primarily employees residing or former employee working outside of the Seller or any ERISA Affiliate United States, and for whom Purchaser may have any direct or indirect liability (each item so listed on Section 3.17.1 of the Seller Disclosure Letter being referred to herein individually which would be treated as a “Plan” and collectively as the “Plans”)Plan had it been a material United States plan, program or agreement. The Seller WWG has delivered to the Purchaser Purchaser, to the extent applicable, a complete and accurate copy (where applicable) of of: (a) each written Plan and descriptions of any unwritten Plan (including all amendments thereto whether or not such amendments are currently effective); (b) the current prospectus or each summary plan description and all summaries of material modifications relating to each a Plan; (c) each trust agreement or other funding arrangement with respect to each Plan, including insurance contracts or other funding vehiclescontracts; (d) the three (3) most recently filed IRS Form 5500 and accompanying schedules or attachments relating to each Plan and any amendments theretoPlan; (e) the most recently received IRS opinion opinion, advisory or determination letter for each Plan; and (f) all current employee handbooksthe three most recently prepared actuarial reports (if applicable) and financial statements in connection with each Plan. None of the Principals, manuals and policiesWWG, TEAM, O-A, Pulse, the Company or any Subsidiary has made any commitment, (i) to create or cause to exist any Plan not set forth on Schedule 3.8 or (ii) to modify, change or terminate any Plan.