Pension and Employee Benefit Plans. (a) The Company has set forth on the Company Disclosure Schedule all employee benefit plans (including "employee benefit plans" as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), whether or not subject to ERISA, and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and all other programs or arrangements intended to provide employee benefits, and all unexpired severance agreements, written or otherwise, for the benefit of, or relating to, any current or former employee of the Company or any of the Company Subsidiaries or any trade or business (whether or not incorporated) which is a member or which is under common control with the Company within the meaning of Section 414 of the Code (an "ERISA Affiliate") (together, the "Company Employee Plans").
(b) With respect to each Company Employee Plan, the Company has made or will make available to Parent, a true and correct copy of (i) the most recent annual report (Form 5500) filed with the Internal Revenue Service ("IRS"), (ii) such Company Employee Plan, (iii) each trust agreement and group annuity contract, if any, relating to such Company Employee Plan and (iv) the most recent actuarial report or valuation relating to a Company Employee Plan subject to Title IV of ERISA.
(c) With respect to the Company Employee Plans, individually and in the aggregate, no event has occurred, and to the knowledge of the Company there exists no condition or set of circumstances, in connection with which the Company or any subsidiary of the Company could be subject to any liability under ERISA, the Code or any other applicable law that is reasonably likely to have a Material Adverse Effect on the Corporation.
(d) With respect to the Company Employee Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with US GAAP on the Company Financial Statements.
(e) Except as set forth on the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries is a party to any oral or written (i) union or collective bargaining agreement, (ii) agreement with any officer or other key employee of the Company or any of the Company Subsidiaries, the benefits of which are contingent, or the...
Pension and Employee Benefit Plans. (a) For purposes of this Agreement, the terms set forth below shall have the following meanings:
Pension and Employee Benefit Plans. (a) To the knowledge of Acquired Corporation, all employee benefit plans of Acquired Corporation and the Bank have been established in compliance with, and such plans have been operated in material compliance with, all applicable Laws. Except as may have been previously disclosed to SSFC, neither Acquired Corporation nor the Bank sponsors or otherwise maintains a "pension plan" within the meaning of section 3(2) of ERISA or any other retirement plan other than the defined benefit plan of Acquired Corporation that is intended to qualify under section 401 of the Code, nor do any unfunded Liabilities exist with respect to any employee benefit plan, past or present. To the knowledge of Acquired Corporation, no employee benefit plan, any trust created thereunder or any trustee or administrator thereof has engaged in a "prohibited transaction," as defined in section 4975 of the Code, which may have a material adverse effect on the condition, financial or otherwise, of any Acquired Corporation Company.
(b) To the knowledge of Acquired Corporation, no amounts payable to any employee of Acquired Corporation or the Bank will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code and regulations thereunder.
Pension and Employee Benefit Plans. (a) To the Knowledge of Acquired Corporation, all employee benefit plans of each Acquired Corporation Company have been established in compliance with, and such plans have been operated in material compliance with, all applicable Laws. Except as set forth in Schedule 5.16 to Acquired Corporation’s Disclosure Supplement, no Acquired Corporation Company sponsors or otherwise maintains a “pension plan” within the meaning of Section 3(2) of ERISA or any other retirement plan other than the First Kensington Bank 401(k) Plan effective as of January 1, 2002 of Acquired Corporation that is intended to qualify under Section 401 of the Code, nor do any unfunded Liabilities exist with respect to any employee benefit plan, past or present. To the Knowledge of Acquired Corporation, no employee benefit plan, any trust created thereunder or any trustee or administrator thereof has engaged in a “prohibited transaction,” as defined in Section 4975 of the Code, which may have a Material Adverse Effect on the condition, financial or otherwise, of any Acquired Corporation Company. No Acquired Corporation Company has any Liability to the Pension Benefit Guaranty Corporation. No Acquired Corporation Company is a party to, or otherwise bound by or subject to, any multi-employer plan.
(b) To the Knowledge of Acquired Corporation, no amounts payable to any employee of any Acquired Corporation Company will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code and regulations thereunder.
Pension and Employee Benefit Plans. KNPC has no employees and no plans in effect for pension, profit sharing, deferred compensation, severance pay, bonuses, stock options, stock purchases, or any other form of retirement or deferred benefit, or for any health, accident or other welfare plan. All severance benefits payable to employees of KNE or others performing services for KNPC as of the date of Closing shall be the sole responsibility of KNE.
Pension and Employee Benefit Plans. (a) Except as set forth in SCHEDULE 4.8 attached hereto, there are no Employee Benefit Plans; and
(b) Sellers have made available to Buyer true and correct copies of each Employee Benefit Plan set forth in SCHEDULE 4.8.
(c) Buyer will not, as a result of consummation of the Transactions, assume any Liabilities with regard to the Employee Benefit Plans, except to the extent any such Liabilities are Assumed Liabilities.
Pension and Employee Benefit Plans. (a) To the knowledge of Seller, all employee benefit plans of the Bank have been established in compliance with, and such plans have been operated in material compliance with, all applicable laws. Except as set forth in Schedule 3.17, the Bank does not sponsor or otherwise maintain a "pension plan" within the meaning of section 3(2) of ERISA or any other retirement plan that is intended to qualify under section 401 of the Code, nor do any unfunded liabilities exist with respect to any employee benefit plan, past or present. To the knowledge of Seller, no employee benefit plan, any trust created thereunder or any trustee or administrator thereof has engaged in a "prohibited transaction," as defined in Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code"), which may have a material adverse effect on the condition, financial or otherwise, of the Bank.
(b) To the knowledge of Seller, no amounts payable to any employee of the Bank will fail to be deductible for federal income tax purposes by virtue of Section 280G of the Code and regulations thereunder.
Pension and Employee Benefit Plans. 11 5.17 Buy-Sell Agreement.............................................................................11 5.18 Brokers........................................................................................11 5.19
Pension and Employee Benefit Plans. 13 3.20 Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 3.21 No Pending Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 3.22 Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 3.23 Transactions with Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3.24 Environmental Laws and Regulations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3.25 Bank Accounts and Powers of Attorney and Compensation of Employees . . . . . . . . . . . . . . . . . 14
Pension and Employee Benefit Plans. Except as set for in Section 4.9 of the Seller's Schedule,
(a) Seller does not presently maintain, contribute to or have any plan or arrangement that (i) could subject Seller or Buyer (under any successor liability theory) to any current or potential multi-employer plan withdrawal liability under Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or (ii) is an unfunded or funded medical, health or life insurance plan or arrangement for present or future retirees or present or future terminated employees which is an "employee welfare benefit plan" as such term is defined in Section
(1) of ERISA, except as required by section 4980B of the Code or sections 601 through 609 of ERISA.
(b) With respect to each of the employee benefit plans in which any employee of the Business participates, Seller has furnished to Buyer true and complete copies of (i) the plan documents (including any related trust agreements), and (ii) the most recent determination letter received from the Internal Revenue Service, if applicable.
(c) Seller shall be responsible for satisfying the requirements of Section 4980B of the Code and Sections 601 through 609 of ERISA ("COBRA requirements) with respect to any employee of the Business who had a qualifying event prior to the Closing or for any employee of the Business not otherwise employed by Buyer after the Closing, to the extent required under the COBRA requirements. Buyer shall be responsible for satisfying the COBRA requirements for any employee of the Business employed by Buyer after the Closing, to the extent required under the COBRA requirements.
