Pension and Benefit Plans; ERISA. (i) Schedule 3.1(l)(i) of the Company Disclosure Schedule contains a list of each "employee pension benefit plan" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (hereinafter a "Company Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors of the Company or any Company ERISA Affiliate (all the foregoing being herein called "Company Employee Benefit Plans"). The Company has made available to Parent true, complete and correct copies of (1) each Company Employee Benefit Plan and amendments thereto, (2) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Employee Benefit Plan (if any such report was required by applicable law), (3) the most recent summary plan description for each Company Employee Benefit Plan for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Company Employee Benefit Plan.
(ii) Each Company Employee Benefit Plan has been administered in accordance with its terms except as would not have a Material Adverse Effect. The Company, the Company ERISA Affiliates and all Company Employee Benefit Plans are in compliance in all material respects with the applicable provisions of ERISA and the Code. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, all reports, returns and similar documents with respect to Company Employee Benefit Plans required to be filed with any governmental agency or distributed to any Company Employee Benefit Plan participant have been duly, timely and accurately filed or distributed. Except as disclosed in Schedule 3.1(l)(ii) of the Company Disclosure Schedule or except as would not have a Material Adverse Effect, there are no investigations by any governmental agency, termination ...
Pension and Benefit Plans; ERISA. (a) Section 3.12(a) of the Company Disclosure Letter lists each mate- rial “employee welfare plan” and “employee pension benefit plan” (as those terms are re- spectively defined in Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA ”)), other than a “multiemployer plan” (as defined in Section 3(37) of ERISA), and each material retirement or deferred compensation plan, incentive compensation plan, stock plan, profit-sharing, unemployment compensation plan, vacation pay, severance pay, post-employment, supplemental employment or un- employment benefit plan or arrangement, bonus or benefit arrangement, insurance (in- cluding any self-insurance) or hospitalization program or any other fringe or other benefit or compensation plan, program or arrangement for any current or former employee, trus- tee, director, consultant or agent, whether pursuant to contract, arrangement, custom or informal understanding, or any other “employee benefit plan” (as defined in Section 3(3) of ERISA), and each material employment, severance, termination, consultancy or other similar agreement, in each case that the Company or any Company Subsidiary sponsors, participates in or contributes to for the benefit of employees or former employees of the Company and/or the Company Subsidiaries (each, a “Company Employee Benefit Plan”) .
(b) A true and correct copy of each written Company Employee Bene- fit Plan, and a true and correct summary of any material unwritten Company Employee Benefit Plan, has been made available to Parent. A true and correct copy of the most re- cent annual report (Form 5500 Series), actuarial report, annual financial report, summary plan description and IRS determination letter with respect to each Company Employee Benefit Plan, in each case to the extent applicable, has been supplied or made available to Parent.
(c) Except as would not, individually or in the aggregate, be material: (i) All Company Employee Benefit Plans comply and have been administered in compliance in all material respects with all applicable re- quirements of Law, and no event has occurred that would reasonably be expected to cause any such Company Employee Benefit Plan to fail to comply with such requirements and no notice has been issued by any Governmental Entity question- ing or challenging such compliance.
Pension and Benefit Plans; ERISA. Except as set forth on Schedule 3.2(l) of the MXP Disclosure Schedule or in the MXP SEC Documents:
(i) All "employee pension plans," as defined in Section 3(2) of the ERISA, maintained by MXP or any of its Subsidiaries or any trade or business (whether or not incorporated) which is under common control, or which is treated as a single employer, with MXP under Section 414(b), (c), (m) or (o) of the Code ("MXP ERISA Affiliate") or to which MXP or any of its Subsidiaries or any MXP ERISA Affiliate contributed or is obligated to contribute thereunder within six years prior to the RM Effective Time (the "MXP Pension Plans") intended to qualify under Section 401 of the Code so qualify and the trusts maintained pursuant thereto are exempt from federal income taxation under Section 501 of the Code, and, to the knowledge of MXP as of the date hereof, nothing has occurred with respect to the operation of the MXP Pension Plans that could cause the loss of such qualification or exemption or the imposition of any material liability, penalty, or tax under ERISA or the Code.
(ii) There has been no material "reportable event" as that term is defined in Section 4043 of ERISA and the regulations thereunder with respect to the MXP Pension Plans subject to Title IV of ERISA that would require the giving of notice or any material event requiring disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA.
(iii) As to the MXP Pension Plans subject to Title IV of ERISA, there has been no event or condition which presents the material risk of termination, no notice of intent to terminate has been given under Section 4041 of ERISA and no proceeding has been instituted under Section 4042 of ERISA to terminate, such that would result in a material liability to MXP, its Subsidiaries, or MXP ERISA Affiliates; no material liability to the PBGC has been incurred; no material accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred; and the assets of each MXP Pension Plan equal or exceed the actuarial present value of the benefit liabilities, within the meaning of Section 4041 of ERISA, under such MXP Pension Plan, based upon reasonable actuarial assumptions and the asset valuation principles established by the PBGC.
Pension and Benefit Plans; ERISA. (i) Schedule 4.1(k) sets forth a complete and correct list of:
Pension and Benefit Plans; ERISA. (a) Soap has made available to Dish complete and correct copies of two principal U.S. retirement plans, including all material amendments thereto.
(b) Each Soap Benefit Plan intended to be qualified under Section 401(a) of the Code and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS (if applicable) and, to the Knowledge of Soap, there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of any such plan.
(c) Except as would not, individually or in the aggregate, have a Soap Material Adverse Effect, each Soap Benefit Plan has been operated in all respects in accordance with the terms of such Soap Benefit Plan and applicable Law. As of the date of this Agreement, there are no pending, or to the Knowledge of Soap, threatened actions, suits, disputes or claims by or on behalf of any Soap Benefit Plan, by any employee or beneficiary covered under any such Soap Benefit Plan, as applicable, or otherwise involving any such Soap Benefit Plan (other than routine claims for benefits), except as would not, individually or in the aggregate, have a Soap Material Adverse Effect.
(d) Except as would not, individually or in the aggregate, have a Soap Material Adverse Effect, all contributions and premiums required to have been paid by Soap, any Soap Subsidiary or any of its ERISA Affiliates to any Soap Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law (including ERISA and the Code) or collective bargaining agreement have been paid within the time prescribed by any such plan, agreement or applicable Law.
(e) No liability under Title IV of ERISA has been incurred by Soap, any Soap Subsidiary or any ERISA Affiliate that has not been satisfied in full when due, and no condition exists that could reasonably be expected to result in a liability to Soap or any Soap Subsidiary under Title IV of ERISA, in either case, except as would not, individually or in the aggregate, have a Soap Material Adverse Effect. No “reportable event” (as such term is defined in Section 4043 of ERISA) and no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred, in either case except as would not, individually or in the aggregate, have a Soap Material Adverse Effect.
(f) Neither Soap nor any of Soap’s ERISA Affiliates ...
Pension and Benefit Plans; ERISA. (i) Schedule 4.1(i)(i) sets forth a complete and correct list of:
(A) all "employee benefit plans", as defined in Section 3(3) of ERISA, which the Company or any of its Subsidiaries maintains or has any obligation or liability, contingent or otherwise ("Benefit Plans"); and
(B) all employment or consulting agreements, bonus or other incentive compensation, deferred compensation, salary continuation during any absence from active employment for disability or other reasons, severance, sick days, stock award, stock option, stock purchase, tuition assistance, club membership, employee discount, employee loan, or vacation pay agreements, policies or arrangements which the Company or any of its Subsidiaries maintains or has any obligation or liability (contingent or otherwise) with respect to any current or former officer, director or employee of the Company or any of its Subsidiaries (the "Employee Arrangements").
(ii) With respect to each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been provided to Parent: (A) the most recent plan and related trust documents, and all amendments thereto; (B) the most recent summary plan description, and all related summaries of material modifications thereto; (C) the most recent Form 5500 (including schedules and attachments); (D) the most recent Internal Revenue Service determination letter; (E) the most recent actuarial reports (including for purposes of Financial Accounting Standards Board report no. 87, 106 and 112) and (F) each written employment, consulting or individual severance or other compensation agreement, and all amendments thereto.
Pension and Benefit Plans; ERISA. (i) For purposes of this Agreement, the term "Plan" shall refer to any of the following maintained by the Company, any of its Subsidiaries or any of their respective ERISA Affiliates (as defined below), or with respect to which the Company, any of its Subsidiaries or any of their respective ERISA Affiliates contributes or has any obligation to contribute or has any liability (including, without limitation, a liability arising out of an indemnification, guarantee, hold harmless or similar agreement): any plan, program, arrangement, agreement or commitment, whether written or oral, which is an employment, consulting, deferred compensation or change-in-control agreement, or an executive compensation, incentive bonus or other bonus, employee pension, profit-sharing, savings, retirement, stock option, stock purchase, severance pay, change-in-control, life, health, disability or accident insurance plan, or other employee benefit plan, program, arrangement, agreement or commitment, whether written or oral, including, without limitation, any "employee benefit plan" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). SCHEDULE 3.1(j)(i) sets forth each employment agreement with a person who is entitled to receive at least $100,000 per year from the Company or any of its Subsidiaries (other than employment agreements terminable without material liability (not otherwise disclosed) on not more than sixty (60) days' notice).
Pension and Benefit Plans; ERISA. (a) None of the Transferred Companies, their Subsidiaries or Project Entities is a party to, sponsors, participates in, contributes to or has any material liability or contingent liability with respect to:
(i) any “employee welfare plan” or “employee pension benefit plan” (as those terms are respectively defined in Sections 3(1) and 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”));
(ii) any retirement or deferred compensation plan, incentive compensation plan, stock plan, profit sharing, unemployment compensation plan, vacation pay, severance pay, post employment, supplemental employment or unemployment benefit plan or arrangement, bonus or benefit arrangement, insurance (including any self insurance) or hospitalization program or any other fringe or other benefit or compensation plans, programs or arrangements for any current or former employee, trustee, director, consultant or agent, whether pursuant to contract, arrangement, custom or informal understanding, or any “employee benefit plan” (as defined in Section 3(3) of ERISA) other than those referred to in (A) above; or
(iii) any employment, severance, termination, consultancy or other similar agreement.
(b) A true and correct copy of each of the plans, programs, arrangements, and agreements listed on Section 3.11 of the Company Disclosure Schedule (referred to hereinafter as “Company Employee Benefit Plans”) has been made available to Buyer. In the case of any Company Employee Benefit Plan that is not in written form, an accurate description of such Company Employee Benefit Plan as in effect on the date hereof has been made available to Buyer. A true and correct copy of the three most recent annual reports, and the most recent actuarial report, accountant’s opinion of the plan’s financial statements, summary plan description and Internal Revenue Service determination or opinion letter with respect to each Company Employee Benefit Plan, to the extent applicable, has been made available to Buyer, and there have been no material adverse changes in the financial condition of the respective plans from that stated in those annual reports and actuarial reports nor, to the Company’s Knowledge, have there been changes in the facts upon which said determination or opinion letters, if applicable, were based.
(c) As to all Company Employee Benefit Plans:
(i) All Company Employee Benefit Plans comply and have been administered in form and in operation in all material respects with...
Pension and Benefit Plans; ERISA. (i) Schedule 4.1(k) sets forth a complete and correct list of:
(A) all "employee benefit plans", as defined in Section 3(3) of ERISA, maintained by the Company or any trade or business (whether or not incorporated) which is under common control, or which is treated as a single employer, with the Company under Section 414(b), (c), (m) or (o) of the Code ("ERISA Affiliate"), or to which the Company or any of its ERISA Affiliates has any obligation or liability, contingent or otherwise, other than any multiemployer plan as defined in either Section 3(37) or Section 4001(a)(3) of ERISA ("Benefit Plans"); and
(B) all stock award, stock option or stock purchase benefit policies or arrangements and all material bonus or other incentive compensation, deferred compensation, salary continuation, disability, or other material employee benefit policies or arrangements which the Company or any of its ERISA Affiliates maintains or to which the Company or any of its ERISA Affiliates has any material obligation or liability (contingent or otherwise) (together with the agreements disclosed on Schedule 4.1(j), the "Employee Arrangements").
(ii) With respect to each Benefit Plan for which a Form 5500 is required to be filed, the Company or one of its Subsidiaries has timely filed such form with the Department of Labor for the last three years, and except as otherwise noted in Schedule 4.1(k), with respect to each Benefit Plan and Employee Arrangement, a complete and correct copy of each of the following documents (if applicable) has been made available to Purchaser: (A) the most recent plan and related trust documents, and all amendments thereto; (B) the most recent summary plan description, and all related summaries of material modifications thereto; (C) Form 5500 (including schedules and attachments) for the last three years; (D) the most recent IRS determination letter; and (E) actuarial reports for the last three years.
(iii) Except as disclosed on Schedule 4.1(k), the Benefit Plans and their related trusts intended to qualify under Sections 401(a) and 501(a) of the Code, respectively, have received favorable determination letters from the IRS regarding the Tax Reform Act of 1986 with respect to such qualified status and nothing, to the best knowledge of the Company or any of its Subsidiaries, has occurred that could reasonably be expected to cause any such qualified status to change, which change would be material.
(iv) All material contributions or other material payme...
Pension and Benefit Plans; ERISA. Except as set forth in Schedule 2.1(l)(i) of the Catellus Disclosure Letter, all “employee pension benefit plans,” as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained or contributed to by Catellus or any of the Catellus Subsidiaries or any trade or business (whether or not incorporated) which is under common control, or which is treated as a single employer, with Catellus under Section 414(b), (c), (m) or (o) of the Code (a “Catellus ERISA Affiliate”) (the “Catellus Pension Plans”) intended to qualify under Section 401(a) of the Code have been determined by the IRS to be qualified under Section 401(a) of the Code (or have been timely submitted to the IRS for such determination), no such determination has been modified, revoked or limited and each such determination covers all amendments to each such plan for which the remedial amendment period has expired.
