Pension and Employee Benefit Matters. Neither the Acquiror nor PentaStar will suffer any Liability or Adverse Consequence from the Company's, UST's or VNS's administration or termination of any of its Employee Benefit Plans or from any failure of any pre-Closing or post-Closing distribution of benefits to employees of the Company, UST or VNS to be made by the Company, UST or VNS in compliance with all applicable Legal Requirements. Neither the Acquiror nor PentaStar will have any obligation to employ any employee of the Company, UST or VNS or to continue any Employee Benefit Plan, and will have no Liability under any plan or arrangement maintained by the Company, UST or VNS for the benefit of any employee. The Company, UST or VNS, as the case may be, will remain liable for all costs of employee compensation, including benefits and Taxes relating to employment and employees attributable to periods up to January 1, 2000, whether reported by the Closing or thereafter, and all group health plan continuation coverage to which any employee, former employee or dependent is entitled because of a qualifying event (as defined in Section 4980B(f)(3) of the Code) occurring through the Closing or as a result of termination of employment with the Company, UST or VNS because of the transactions contemplated by this Agreement and any benefit or excise tax liability or penalty or other costs arising from any failure by the Company, UST or VNS to provide group health plan continuation coverage. Except as set forth on Exhibit 3.1(m), neither the Company, UST or VNS nor any Affiliated Group which includes the Company, UST or VNS (if any) maintains, administers or contributes to, has maintained, administered or contributed to, or has any Liability to contribute to, any Employee Benefit Plan. Exhibit 3.1(m) lists each Employee Benefit Plan that is, or at any time during the past three years was, maintained, administered, contributed to or required to be contributed to by the Company, UST or VNS or any Affiliated Group (if any) which includes or has included the Company, UST or VNS, and the date of termination of each such Employee Benefit Plan (if any) which has been terminated. None of the Company, UST or VNS has any Liability (and there is no basis for the assertion of any Liability) as a result of the Company's, UST's or VNS's or any such Affiliated Group's maintenance, administration or termination of, or contribution to, any Employee Benefit Plan. Neither the Company nor any member of any Affiliated Group (if ...
Pension and Employee Benefit Matters. (i) Exhibit 3.1(m)(i) lists each Employee Benefit Plan that is an Employee Welfare Benefit Plan (the "Company Welfare Plans"). As of the Closing Date and for the preceding three years, neither the Company nor any ERISA Affiliate has sponsored, maintained, contributed to, or has had any obligation under any Employee Benefit Plan, other than the Company Welfare Plans and the Company's Simple IRA Xxxn. Correct and complete copies of each Company Welfare Plan have been delivered to PentaStar by the Shareholders.
Pension and Employee Benefit Matters. (i) Exhibit 3.1(m)(i) lists each Employee Benefit Plan that is an Employee Welfare Benefit Plan (the "Company Welfare Plans") or is an Employee Pension Benefit Plan (the "Company Retirement Plans"). Correct and complete copies of each Employee Benefit Plan have been delivered to PentaStar by the Shareholders. No Employee Benefit Plan is a Multiemployer Plan. No Employee Pension Benefit Plan is a plan that is subject to the Plan Termination Insurance provisions of Title IV of ERISA.
Pension and Employee Benefit Matters. (a) Neither Seller nor any entity which, within the last 5 years, has been under common control of or affiliated with Seller (an "ERISA Affiliate") within --------------- the meaning of Section 414(b), (c) or (m) of the Internal Revenue Code, has ever been obligated to contribute to any "multi-employer plan" as such term is defined in Section 3(37) of ERISA. No liability to the Pension Benefit Guaranty Corporation is expected to be incurred in connection with the transactions contemplated hereby. Neither Seller nor any ERISA Affiliate has any liability with respect to a pension plan that is subject to Section 412 of the Internal Revenue Code or Title IV of ERISA.
Pension and Employee Benefit Matters. The Buyer will not suffer any Liability or Adverse Consequence from the Seller's administration or termination of any of its Employee Benefit Plans or from any failure of any pre-Closing or post-Closing distribution of benefits to employees of the Seller to be made by the Seller in compliance with all applicable Legal Requirements. The Buyer will have no obligation to employ any employee of the Seller or to continue any Employee Benefit Plan, and will have no Liability under any plan or arrangement maintained by the Seller for the benefit of any employee. The Seller will remain liable for all costs of employee compensation, including benefits and Taxes relating to employment and employees attributable to periods through the Closing Date, whether reported by the Closing Date or thereafter, and all group health plan continuation coverage to which any employee, former employee or dependent is entitled because of a qualifying event (as defined in Section 4980B(f)(3) of the Code)
Pension and Employee Benefit Matters. (a) Neither Seller nor any entity which, within the last 5 years, has been under common control of or affiliated with Seller (an "ERISA Affiliate") within the meaning of Section 414(b), (c) or (m) of the Internal Revenue Code, has ever been obligated to contribute to any "multi-employer plan" as such term is defined in Section 3(37) of ERISA. No material liability to the Pension Benefit Guaranty Corporation is expected to be incurred in connection with the transactions contemplated hereby.
Pension and Employee Benefit Matters. (a) Neither Seller nor any employee benefit plan (as defined in Section 3(3) of ERISA) maintained by Seller or in which employees of Seller participate (the "Plans"), is in material violation of any provision of ERISA or the Code. No reportable event (within the meaning of Title IV of ERISA) has occurred and is continuing with respect to any Plan and no prohibited transaction (as defined in Section 406 of ERISA) has occurred with respect to any Plan which would result in material liability to Seller.
Pension and Employee Benefit Matters. (a) Section 3.13 of the Seller Disclosure Letter lists, with respect to Seller and any trade or business (whether or not incorporated) which is treated as a single employer with Seller (an "ERISA Affiliate") within the meaning of Section 414(b), (c), (m) or (o) of the Code, (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), (ii) each loan to a non-officer employee in excess of $1,000, loans to officers and directors and any stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Code Section 125) or dependent care (Code Section 129), life insurance or accident insurance plans, programs or arrangements, (iii) all contracts and agreements relating to employment that provide for annual compensation in excess of $100,000 per year and all severance agreements, with any of the directors, officers or employees of Seller (other than, in each case, any such contract or agreement that is terminable by Seller at will or without penalty or other adverse consequence), (iv) all bonus, pension, profit sharing, savings, deferred compensation or incentive plans, programs or arrangements, (v) other fringe or employee benefit plans, programs or arrangements that apply to senior management of Seller and that do not generally apply to all employees, and (vi) any current or former employment or executive compensation or severance agreements, written or otherwise, as to which unsatisfied obligations of Seller of greater than $5,000 remain for the benefit of, or relating to, any present or former employee, consultant or director of Seller (together, the "Seller Employee Plans").
Pension and Employee Benefit Matters. Neither Seller nor any entity which, within the last 5 years, has been under common control of or affiliated with Seller (an "ERISA AFFILIATE") within the meaning of Section 414(b), (c) or (m) of the Internal Revenue Code, has ever been obligated to contribute to any "multi-employer plan" as such term is defined in Section 3(37) of ERISA. No material liability to the Pension Benefit Guaranty Corporation is expected to be incurred in connection with the transactions contemplated hereby. SCHEDULE 13 includes a true and complete list of all Employees, who are or may become entitled to benefits under any severance agreement as of the Closing (other than an arrangement generally applicable to all or substantially all Employees), and the terms thereof.
Pension and Employee Benefit Matters. (i) Neither the Company nor any ERISA Controlled Group which includes the Company (if any) maintains, administers or contributes to, or has any obligation to contribute to, any Employee Benefit Plan. Exhibit 3.1(t) lists each Employee Benefit Plan that was previously maintained, administered, contributed to or required to be contributed to by the Company or any ERISA Controlled Group (if any) which includes or has included the Company, and the date of termination of each such Employee Benefit Plan. To the best knowledge of the Company and the Shareholders, the Company has no Liability (nor is there any basis for the assertion of any Liability) as a result of the Company's or any such ERISA Controlled Group's maintenance, administration or termination of, or contribution to, any Employee Benefit Plan. Neither the Company nor any member of any ERISA Controlled Group (if any) which includes or has included the Company has ever been required to contribute to any Multiemployer Plan.
