Pension and Benefit Plans. The Company hereby represents and warrants to Acquiror that:
(a) Schedule 5.14(a) contains a correct and complete list identifying each material “employee benefit plan,” as defined in Section 3(3) of ERISA, each employment, severance, change in control or similar contract, plan, arrangement or policy and each other plan or arrangement providing for compensation, profit-sharing, stock option or other stock-related rights or other forms of incentive or deferred compensation, insurance (including any self-insured arrangements), health or medical benefits, disability or sick leave benefits, post-employment or retirement benefits and fringe benefits (each, an “Employee Plan”) which is maintained, administered or contributed to by the Company or any ERISA Affiliate and covers any Employee or Former Employee of the Company or any ERISA Affiliate. Copies of such plans and arrangements (and, if applicable, related trust or funding agreements or insurance policies) and all amendments thereto and written interpretations thereof have been furnished to Acquiror. Such plans are referred to collectively herein as the “Employee Plans.”
(b) None of the Company, any of its ERISA Affiliates and any predecessor thereof sponsors, maintains or contributes to, or has in the past sponsored, maintained or contributed to, any Employee Plan subject to Title IV of ERISA or any defined benefit plan.
(c) None of the Company, any ERISA Affiliate of the Company and any predecessor thereof contributes to, or has in the past contributed to, any Multiemployer Plan, as defined in Section 3(37) of ERISA (a “Multiemployer Plan”).
(d) Neither the Company nor any ERISA Affiliate sponsors any Employee Plans.
(e) There is no current or projected Liability in respect of post-employment or post-retirement health or medical or life insurance benefits for retired, former or current Employees, except as required to avoid excise tax under Section 4980B of the Code.
(f) As to all Employees Plans:
(i) all such Plans comply and have been administered in all material respects in form and in operation with all applicable Laws, all required returns (including without limitation information returns) have been prepared in accordance with all applicable Laws and have been timely filed in accordance with applicable Laws, and neither the Company nor any ERISA Affiliate has received any outstanding written notice from any Governmental or quasi-Governmental Body questioning or challenging such compliance;
(ii) all E...
Pension and Benefit Plans. (a) Except as set forth in the Disclosure Schedule, the Company (i) does not maintain and has not during the past five (5) years maintained any Plan or Other Arrangement, (ii) is not and has not during the past five (5) years been a party to any Plan or Other Arrangement and (iii) has no obligations under any Plan or Other Arrangement.
(b) The Company has furnished to Buyer true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Plan; (ii) all related trust agreements or annuity agreements (and any other funding Document) for each Plan; (iii) for the three most recent plan years, all annual reports (Form 5500 series) on each Plan that have been filed with any governmental agency; (iv) the current summary plan description and subsequent summaries of material modifications for each Title I Plan; (v) all DOL opinions on any Plan and all correspondence relating to the request for and receipt of each opinion; (vi) all Internal Revenue Service rulings, opinions or technical advice relating to any Plan and all correspondence relating to the request for and receipt of each ruling, opinion or technical advice; and (vii) all Agreements with service providers or fiduciaries for providing services on behalf of any Plan. For each Other Arrangement, the Company has furnished to Buyer true and complete copies of each policy, Agreement or other Document setting forth or explaining the terms of the Other Arrangement, all related trust agreements or other funding Documents (including, without limitation, insurance contracts, certificates of deposit, money market accounts, etc.), other submissions with any governmental agency within the last five (5) years, and all Agreements with service providers or fiduciaries for providing services on behalf of any material Other Arrangement.
(c) No Plan is a Multiemployer Plan, an ESOP, a Defined Benefit Plan or a funded Welfare Plan.
(d) The Company has made all contributions and other payments required by and required to have been paid under the terms of each Plan and Other Arrangement and have taken no action (including, without limitation, actions required by Law) relating to any Plan or Other Arrangement that will increase any obligation of Buyer or the Company under any Plan or Other Arrangement other than increases in employee compensation in the Ordinary Course of Business.
(e) The Disclosure Schedule sets forth a list of all Qualified Plans. All Qualified Plans and any rela...
Pension and Benefit Plans. (a) Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five year period. No Borrower or any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan, and neither any Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA that would exceed $25,000,000 if any Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No such Multiemployer Plan is Insolvent.
(b) The Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and any other Requirement of Law which to the knowledge of the Borrowers requires registration and no event has occurred which is reasonably likely to cause the loss of such registered status. All material obligations, if any, of each Group Member required to be performed pursuant to a Requirement of Law in connection with the Canadian Pension Plans and the funding agreements therefor have been performed in a timely fashion. There have been no improper withdrawals or applications of the assets of the Canadian Pension Plans or the Canadian Benefit Plans. Except as would not reasonably be expected to result in a Material Adverse Effect, (i) there are no outstanding disputes concerning the assets held under the funding agreements for the Canadian Pension Plans or the Canadian Benefit Plans and (ii) each Canadian Pension Plan is funded to the extent required by law both on an ongoing basis and on a solvency basis (using actuarial methods and assumptions which are consistent with the valuations last filed with the applicable Governmental Authorities and which are consistent with generally accepted actuarial principles). No promises of benefit improvements under the Canadian Pension Plans or the Canadian Benefit Plans have been made except where such improvement could not reasonably be expected to have a Material Adverse Effect and in any event, no such ...
Pension and Benefit Plans. (a) Section 4.16 of the E-Stamp Disclosure Letter sets forth a correct and complete list of all the material employee benefit plans, agreements, commitments, practices or arrangements of any type providing any employee benefits (including, but not limited to, plans described in Section 3(3) of ERISA) currently maintained, ever maintained, sponsored by, contributed to, or required to be contributed to by E-Stamp or any E-Stamp Subsidiary, or for the benefit of any employee, former employee, consultant or independent contractor (collectively, the "E-Stamp Benefit Plans"). ---------------------
(b) With respect to each E-Stamp Benefit Plan, E-Stamp has made available to E-Stamp true and complete copies of: (i) any written plan texts and agreements; (ii) the summary plan description currently in effect and all material modifications thereto, if any; (iii) the three most recent annual return in the federal Form 5500 series, if applicable; (iv) the most recent annual and periodic accounting of plan assets, if applicable; (v) the most recent determination opinion, notification and/or advisory letter, if any, received from the United States Internal Revenue Service; and (vi) the most recent actuarial valuation, if applicable.
(c) With respect to each E-Stamp Benefit Plan: (ii) each E-Stamp Benefit Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification and/or advisory letter from the IRS with respect to each such E-Stamp Benefit Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Benefit Plan; (i) if intended to qualify under Section 401(a) of the Code, such E-Stamp Benefit Plan so qualifies, and its trust, if applicable, is exempt from taxation under Section 501(a) of the Code; (ii) such E-Stamp Benefit Plan has been administered and enforced in all material respects in accordance with its terms and all applicable Laws; (iii) no breach of fiduciary duty or prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred with respect to which E-Stamp,...
Pension and Benefit Plans. (a) Except as set forth in the Parent Disclosure Schedule, Parent (i) does not maintain any benefit Plan or material Other Arrangement (as such terms are defined in Schedule 1, as applied to the Parent)("Parent Plan"), (ii) is not a party to any Parent Plan or material Other Arrangement and (iii) has no obligations under any Parent Plan or material Other Arrangement.
(b) Parent has Furnished or otherwise made available to the Company true and complete copies of each of the following Documents: (i) the Documents setting forth the terms of each Parent Plan; (ii) for the most recent plan year, all annual reports (Form 5500 series) on each Parent Plan that have been filed with any governmental agency; (iii) the current summary plan description and subsequent summaries of material modifications for each Title I Plan of the Parent; (iv) all DOL opinions on any Parent Plan and all correspondence relating to the request for and receipt of each opinion; (v) all IRS rulings, opinions or technical advice relating to any Parent Plan; and (vi) all Contracts with service providers or fiduciaries for providing services on behalf of any Parent Plan. For each material Other Arrangement, Parent has furnished or otherwise made available to the Company true and complete copies of each policy, Contract or other Document setting forth or explaining the terms of the Other Arrangement.
(c) No Parent Plan maintained by Parent or by any member of a controlled group (within the meaning of Section 401(14) of the Code) in which Parent is a member is a Multiemployer Plan.
(d) No Parent Plan is an ESOP.
(e) No Parent Plan maintained by Parent or by any member of a controlled group (within the meaning of Section 401(14) of the Code) in which Parent is a member is subject to Title IV of ERISA.
(f) The Parent Disclosure Schedule sets forth the contributions to each Plan and Other Arrangement that are unpaid as of the date of this Agreement.
(g) The Parent has made all contributions and other payments required by and due under the terms of each Parent Plan and Other Arrangement and has taken no action (including, without limitation, actions required by Law) relating to any Parent Plan or Other Arrangement that will increase the Parent's obligation under any Parent Plan or Other Arrangement.
(h) The Parent Disclosure Schedule sets forth a list of all Qualified Plans of the Parent. All Qualified Plans of the Parent and any related trust agreements or annuity agreements (or any other funding D...
Pension and Benefit Plans. (a) Each “employee benefit plan” (as defined in Section 3(3) of ERISA), bonus, deferred compensation, equity-based, severance or other plan or written agreement relating to employment, compensation or fringe benefits for employees, maintained or contributed to by the Company or any Subsidiary or with respect to which the Company or any Subsidiary could incur or could have incurred any direct or indirect, fixed or contingent liability (collectively, the “Plans”) is listed in Schedule 3.25, is and has been maintained in substantial compliance with all material applicable laws and has been administered and operated in all material respects in accordance with its terms.
(b) Each Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code, has received a favorable determination letter from the IRS and, to the Knowledge of the Company, no event has occurred and no condition exists which could reasonably be expected to result in the revocation of any such determination. No event which constitutes a “reportable event” (as defined in Section 4043(c) of ERISA) for which the 30-day notice requirement has not been waived by the Pension Benefit Guaranty Corporation (the “PBGC”) or for which a material liability could be incurred by the Company has occurred with respect to any Plan. No Plan subject to Title IV of ERISA has been terminated or is or has been the subject of termination proceedings pursuant to Title IV of ERISA. Full payment has been made of all amounts which the Company was required under the terms of the Plans to have paid as contributions to such Plans on or prior to the date hereof (excluding any amounts not yet due) and no Plan which is subject to Part 3 of Subtitle B of Title I of ERISA has incurred an “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived.
(c) None of the Company, any Subsidiary nor, to the Knowledge of the Company, any other “disqualified person” or “party in interest” (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively), has engaged in any transaction in connection with any Plan that could reasonably be expected to result in the imposition of a material penalty pursuant to Section 502(i) of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975(a) of the Code. Neither the Company nor any Subsidiary has maintained any Plan (other than a Plan which is intended to be “qual...
Pension and Benefit Plans. 18 3.23 Insurance........................................ 21 3.24
Pension and Benefit Plans. (a) Operate, administer and perform all of its obligations under and in respect of all Pension Plans and Benefit Plans in material compliance with the terms of such plans and all applicable Pension and Benefit Laws and shall maintain all necessary governmental approvals which are material in respect of the operation of such plans and comply, in all respects, with its obligations under such plans and applicable Pension and Benefit Laws including making all contributions and payments (normal and special) required to be made under the terms of such plans, applicable Pension and Benefit Laws and any applicable valuation report.
(b) Ensure that the representations and warranties set out in Section 8.15 are true and correct at all times (and not just at, and as of, the times that such representations and warranties are made or deemed to be made).
Pension and Benefit Plans. (a) Except as set forth in Schedule "N", each of the Group Entities and their respective Subsidiaries does not maintain or contribute to, is not required to maintain or contribute to, is not a party to, or bound by, and has no liability or contingent liability under any Pension Plan or Benefit Plan.
(b) All Pension Plans and Benefit Plans are established, registered, funded, invested, administered, operated and maintained under, and in material compliance with, all requirements of Applicable Law, including all Pension and Benefit Laws.
(c) No Pension Plan is a defined benefit Pension Plan and, for avoidance of doubt, no Pension Plan contains a "defined benefit provision" as such term is defined in subsection 147.1(1) of the Income Tax Act (Canada). No Pension Plan is a multi-employer pension plan as defined under the provisions of any applicable Canadian federal or provincial legislation.
(d) All employer and employee payments, contributions, premium and other payments, reports, returns and filings required to be made, remitted or paid under Pension and Benefit Laws in respect of Pension Plans and Benefit Plans have been made, remitted or paid and, where applicable, all such plans are fully funded both on a going concern basis and on a solvency basis pursuant to their most recent actuarial valuations filed with the applicable Governmental Authority and in accordance with applicable Pension and Benefit Laws. All post-retirement benefit liabilities (if any) under Pension Plans and Benefit Plans have been properly identified in the Borrower's consolidated financial statements provided to the Agent, and there are no going concern, past service or solvency deficiencies under any defined benefit Pension Plan.
(e) In respect of any Pension Plans which are registered pension plans within the meaning of the Income Tax Act (Canada), to the best of the knowledge of the Borrower and the Guarantors, no steps have been taken to terminate or wind up any such plans (wholly or in part) there have been no unauthorized merger of such plans, no unauthorized withdrawal of funds from such plans and no improper contribution holidays taken in respect of such plans.
(f) There are no actions, claims or proceedings existing, pending or, to the knowledge of the Borrower, threatened against any Pension Plan, Benefit Plan or the assets of any such plan which could be reasonably expected to have a Material Adverse Effect.
(g) No Group Entity or ERISA Affiliate has incurred or could be r...
Pension and Benefit Plans. During a period of Special Leave without pay, a Member may maintain her or his University pension and benefits plans by paying the total cost of the pension and benefit plans including the University's normal contributions to the Member's pension and benefit plans.
