Non-ERISA Plans. Set forth on Schedule 3.05 is a complete list of each current employment contract and consulting agreement entered into by either Aros or Acquisition Sub, or by which either Aros or Acquisition Sub is bound, and each Non-ERISA Plan maintained, entered into or contributed to, or which is required to be maintained, entered into or contributed to, by either Aros or Acquisition Sub for the benefit of any current or former director, officer or employee of either Aros or Acquisition Sub.
Non-ERISA Plans. If the Subscriber is investing assets of a “governmental plan” or a “church plan” within the meaning of Section 3(32) and 3(33), respectively, of ERISA, a non-U.S. plan or another plan or retirement arrangement that is not subject to the fiduciary responsibility provisions of Title I of ERISA or Section 4975 of the Code (an “Other Plan”), or a partnership, limited liability company or other entity that is deemed to hold assets of an Other Plan under applicable law, then the Subscriber represents and warrants that: (a) the Company’s assets will not be considered to include the assets of such Other Plan under the provisions of applicable law as a result of the Subscriber’s investment in the Company; (b) there is no federal, state, local or non-U.S. law, rule, regulation or constitutional provision applicable to the Other Plan that could in any respect affect the operation of the Company or the Investment Manager or prohibit any action contemplated by the operational documents and related disclosure of the Company; and (c) the Subscriber’s investment in the Company is in accordance with the constituent documents of the Other Plan and will not result in a breach of any statute, rule, regulation or order of any court or governmental agency or body having jurisdiction over the Other Plan or any of its assets, including, without limitation, any law substantially similar to the prohibited transaction provisions of Section 406 or ERISA or Section 4975 of the Code.
Non-ERISA Plans. Set forth on Schedule 2.14 is a complete list of each current employment contract and consulting agreement entered into by ReGen, or by which ReGen is bound, and each deferred compensation, bonus, incentive compensation, restricted stock, stock option, employee stock purchase, savings, severance or termination pay agreement or plan and any other employee benefit plan, agreement, arrangement or commitment, whether formal or informal, not required to be listed on Schedule 2.15, maintained, entered into or contributed to, or which is required to be maintained, entered into or contributed to, by ReGen for the benefit of any current or former director, officer or employee of ReGen (the “Non-ERISA Plans”).
Non-ERISA Plans. 21 Section 3.06.
Non-ERISA Plans. (a) Set forth on Schedule 3.11(a) is a complete list of each current employment contract and consulting agreement entered into by either of the Companies and each deferred compensation, bonus, incentive compensation, restricted stock, stock option, employee stock purchase, savings, severance or termination pay agreement or plan or any other employee benefit plan, agreement, arrangement or commitment, whether formal or informal, maintained, entered into or contributed to, or which is required to be maintained, entered into or contributed to, by the Companies for the benefit of any current or former director, officer or employee of the Companies which is not an ERISA Plan (the “Non-ERISA Plans”).
(b) Except as could not result in any liability to Acquiror or any affiliate of Acquiror, each Non-ERISA Plan currently complies and has complied in the past, both as to form and operation, with its terms and with applicable Law, and benefits under the Non-ERISA Plans are as represented in such plan documents. The following information is set forth on Schedule 3.11(b) with respect to each Non-ERISA Plan: (i) the cost to the Companies associated with such Non-ERISA Plan for each of the past three fiscal years and the plan year in which the Closing Date occurs; (ii) the amount of any liability of the Companies for payments or contributions past due with respect to such Non-ERISA Plan as of the last day of its most recent plan year and as of the end of any subsequent month ending prior to the Closing Date, and the date any such amounts were paid; (iii) any contribution to such Non-ERISA Plan in a form other than cash; and (iv) whether such Non-ERISA Plan has been terminated. Except as set forth on Schedule 3.11(b), the Companies have no obligation or liability with respect to any Non-ERISA Plan, including without limitation under any collective bargaining agreement to which either Company is a party or by which it is bound. The Companies have made adequate accruals on the Balance Sheets for contributions that have not been made because they are not yet due under the terms of any Non-ERISA Plan or related agreement.
(c) The Companies are not in default under any Non-ERISA Plan listed on Schedule 3.11(b); no benefit under any Non-ERISA Plan has been increased subsequent to the date as of which documents have been provided to Acquiror; and the Companies have no plan, arrangement or commitment, whether legally binding or not, to create any additional ERISA Plan or Non-ERIS...
Non-ERISA Plans. Except as disclosed in Schedule 3.17(f), with respect to each Employee Benefit Plan, other than a Pension Plan or a Welfare Plan: (i) each such plan has been administered and operated in all Material respects in accordance with its terms and applicable laws; and (ii) other than claims for benefits arising in the ordinary course of the administration and operation of the plan, there are no claims, investigations, suits, audits or arbitrations which are pending or, to the Knowledge of Seller, threatened, against the plan or any fiduciary of such plan, and there is no basis to anticipate any such claim, investigation, suit or audit.
Non-ERISA Plans. 15 3.8.4. Delivery of Documents.................................................................15 3.9. Litigation and Compliance with Laws............................................................15 3.9.1. Litigation Pending or Threatened......................................................15 3.9.2. Violation of Law......................................................................15 3.9.3.
Non-ERISA Plans. Except as set forth on Schedule 3.8.3 there are no bonus, deferred compensation, executive compensation, fringe benefit, incentive, severance, stock option, performance pay, loan or loan guarantee, plant closing, change of control, or other non-ERISA plans that Seller currently maintains, or with respect to which Seller has any liability or obligation (the "Non-ERISA Plans," and collectively with the ERISA Welfare Plans and the ERISA Pension Plans, the "Employee Benefit Plans").
Non-ERISA Plans. Set forth on Schedule 2.17 is a complete list of each current employment contract and consulting agreement entered into by NRC or any NRC Subsidiary, or by which NRC or any NRC Subsidiary is bound (b), and each deferred compensation, bonus, incentive compensation, restricted stock, stock option, employee stock purchase, savings, severance or termination pay agreement or plan and any other employee benefit plan, agreement, arrangement or commitment, whether formal or informal, not required to be listed on Schedule 2.18, maintained, entered into or contributed to, or which is required to be maintained, entered into or contributed to, by NRC or any NRC Subsidiary for the benefit of any current or former director, officer or employee of NRC or any NRC Subsidiary (the "Non- ERISA Plans").
Non-ERISA Plans. (a) Set forth on Schedule 4.23 is a list of all current and unexpired employment contracts or consulting agreements entered into by the Company or any Subsidiary, or by which the Company or any Subsidiary is bound, and all deferred compensation, bonus, incentive compensation, restricted stock, stock option, employee stock purchase, savings, unexpired severance or termination pay agreement or plan or any other employee benefit plan, agreement, arrangement or commitment, whether formal or informal, maintained, entered into or contributed to, or which is required to be maintained, entered into or contributed to, by the Company or any Subsidiary for the benefit of any current or former director, officer or employee of the Company or any Subsidiary (the "Non-ERISA Plans"). Non-ERISA Plans do not include any ERISA Plans described in Section 4.24. The Company has provided the Buyer with copies of all Non-ERISA Plans.
(b) Each Non-ERISA Plan is in material compliance with all Applicable Law. The benefits under the Non-ERISA Plans are as represented in such plan documents. Except as reflected in the Latest Balance Sheet, neither the Company nor any Subsidiary has any obligation or liability with respect to any Non-ERISA Plan, including under any collective bargaining agreement to which the Company or any Subsidiary is a party or by which it is bound.
(c) Neither the Company nor any Subsidiary is in default in any material respect under any Non-ERISA Plan listed on Schedule 4.23. No benefit under any Non-ERISA Plan has been increased subsequent to the date as of which documents have been provided to the Buyer. Neither the Company nor any Subsidiary has any plan, arrangement or commitment to create any additional ERISA Plan or Non-ERISA Plan that would affect any current or former employee of the Company or any Subsidiary. There is no action, suit or claim, other than routine claims for benefits, pending or to the Knowledge of the Company threatened with respect to any Non-ERISA Plan or the fiduciaries thereof, or against the assets of any Non-ERISA Plan, the Company or any Subsidiary that reasonably could be expected to have a Material Adverse Effect.
(d) Except as set forth on Schedule 4.23, no agreement, commitment or obligation exists to increase any benefits under any Non-ERISA Plan, and no Non-ERISA Plan provides for post-employment health, life insurance or other welfare benefit coverage.
