Pension and Other Benefit Plans. (a) Except as disclosed on Schedule 2.18, the Corporation does not ------------- currently have, has not since the date of its incorporation had, and is under no obligation to provide at any time in the future any Pension/Benefit Plans for any of its officers, directors or employees, and does not have any obligations or liabilities (either absolute or contingent) in respect of any such Pension/Benefit Plans.
(b) Schedule 2.18 sets forth a complete list of all Pension/Benefit ------------- Plans.
(c) Current and complete copies of all written Pension/Benefit Plans or, where oral, written summaries of the material terms thereof, have been provided or made available to the Purchaser together with current and complete copies of all documents relating to the Pension/Benefit Plans, including, without limitation, as applicable, (i) all documents establishing, creating or amending any Pension/Benefit Plan; (ii) all trust agreements, funding agreements, insurance contracts and investment management agreements; (iii) all financial statements and accounting statements and reports, and investment reports for each of the last three years and the three most recent actuarial reports; (iv) all reports, returns, filings and material correspondence with any regulatory authority in the last three years; and (v) all booklets, summaries or manuals prepared for or circulated to, and written communications of a general nature to employees concerning any Pension/Benefit Plan.
(d) All obligations under the Pension/Benefit Plans (whether pursuant to the terms thereof or applicable Regulations) have been satisfied, and there are no outstanding defaults or violations thereunder by the Corporation nor does the Corporation have any knowledge of any default or violation by any other party to any Pension/Benefit Plan.
(e) All contributions or premiums required to be paid to or in respect of each Pension/Benefit Plan have been paid in a timely fashion in accordance with the terms thereof and all applicable Regulations, and no Taxes, penalties or fees or owing or eligible under any Pension/Benefit Plan.
(f) No material changes have occurred in respect of any Pension/Benefit Plan since the date of the most recent financial, accounting or actuarial report, as applicable, issued in connection with any Pension/Benefit Plan, which could reasonably be expected to adversely affect the relevant report (including rendering it misleading in any material respect).
(g) All employee data necessary to a...
Pension and Other Benefit Plans. The Contractor shall coordinate with the HSPP Administrator to ensure DOE receives an annual reporting and accounting of the Contractor’s pension obligations, pursuant to Financial Accounting Standard (FAS) 87, for those employees participating in the HSPP and supply the Administrator with all the information necessary to maintain the Federal tax qualifications of all Contractor and Hanford Site pension plans.
Pension and Other Benefit Plans. Schedule 7.17 sets forth, as of the date hereof, a complete and correct list of, and that separately identifies, (a) all Title IV Plans, and (b) all Multiemployer Plans. Except as would not, in the aggregate, have a Material Adverse Effect, (i) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Requirements of Law, (ii) there are no existing or pending (or to the knowledge of any Obligor or Subsidiary thereof, threatened) Claims (other than routine Claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigations involving any Benefit Plan, and (iii) no ERISA Event has occurred or is reasonably expected to occur.
Pension and Other Benefit Plans. (a) Section 3.10 of the Company Disclosure Schedule sets forth a complete list of all Employee/Benefit Plans.
(b) Except as disclosed in Section 3.10 of the Company Disclosure Schedule, there are no "employee pension benefit plans" as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") ("Pension Benefit Plans"), "welfare benefit plans" as defined in Section 3(1) of ERISA ("Welfare Plans"), or stock bonus, stock option, restricted stock, stock appreciation right, stock purchase, bonus, incentive, deferred compensation, severance, or vacation plans, or any other employee benefit plan, program, policy or arrangement, covering employees (or former employees) employed in the United States, maintained or contributed to by the Company or any of its ERISA Affiliates (as hereinafter defined), or to which the Company or any of its ERISA Affiliates contributes or is obligated to make payments thereunder or otherwise may have any liability (collectively, the "Employee Benefit Plans"). For purposes of this Agreement, "ERISA Affiliate" shall mean any person (as defined in Section 3(9) of ERISA) that is or has been a member of any group of persons described in Section 414(b), (c), (m) or (o) of the Code including the Company.
Pension and Other Benefit Plans. (a) Executive shall be entitled to participate in the Company's employee benefit plans as they are in existence on the date of this Employment Agreement or as they may be amended hereafter. At the present time, Executive is entitled to participate in various plans, including, without limitation, the following plans to the same extent as other senior salaried officers of the Company: Group Medical Insurance Plan, Dental Plan, Disability (short and long term) Plan, Group Term Life Insurance, Defined Benefit Pension Plan, and Profit Sharing and Retirement Income Plan. Notwithstanding the foregoing, Executive may elect that the Company provide him with "indemnity type" medical insurance coverage (as opposed to the type of coverage which would otherwise have been provided) and, in that event, Executive shall reimburse the Company in the amount he would have been required to pay for HMOQPOS coverage.
(b) The Quaker Chemical Corporation 1995 Naples Supplemental Retirement Income Program and Agreement (the "Naples SURP") shall continue in effect. The Naples SURP may be amended in a manner consistent with any amendments made to the Company SURP; provided, however, no such amendment will reduce or limit any of the benefits thereunder. Executive continues to waive any rights he may have to participate in or to receive benefits under the Company SURP. Executive shall be fully vested in the benefits accrued under the Naples SURP and such benefits shall be nonforfeitable, notwithstanding the termination of his employment with the Company prior to his reaching normal retirement age. Notwithstanding anything contained in the Naples SURP and/or in the Company's employment policies to the contrary, promptly after the date of this Employment Agreement, the Naples SURP will be amended so as to provide that benefits (to the extent then earned by credited service without actuarial reduction) under the Naples SURP will commence at age 60 (rather than at age 65) unless prior to Executive's 60th birthday Executive elects a deferred benefit commencement date. The intention of the preceding sentence is that the benefit at age 60 will be the same as if Executive commenced receiving benefits at age 65 with the same length of service as exists at age 60.
Pension and Other Benefit Plans. (a) Schedule 3.2.24 sets forth a true and complete list of all employee benefit plans, including, without limitation, pension/benefit plans maintained by Cap C LP and/or the Xxxxx XX (each a "Plan").
(b) Except as disclosed in Schedule 3.2.24 each Plan is, and has been, established, registered, qualified, administered and invested, in compliance with (i) the terms thereof, and (ii) all applicable Laws.
(c) All obligations under the Plans (whether pursuant to the terms thereof or applicable Law) have been satisfied.
(d) All contributions or premiums required to be paid to or in respect of each Plan have been paid in a timely fashion in accordance with the terms thereof and all applicable Law, and no Taxes, penalties or fees are owing or exigible under any Plan.
(e) There are no going concern unfunded actuarial liabilities, past service unfunded liabilities or solvency deficiencies respecting any of the Plans.
(f) No material changes have occurred in respect of any Plan since the date of the most recent financial, accounting or actuarial report, as applicable, issued in connection with any Plan, which could reasonably be expected to adversely affect the relevant report (including rendering it misleading in any material respect).
(g) There have been no improper withdrawals or transfer of assets from any Plan.
(h) None of the Plans require or permit a retroactive increase in premiums or payments, and the level of insurance reserves, if any, under any insured Plan is reasonable and sufficient to provide for all incurred but unreported claims.
Pension and Other Benefit Plans. (a) Effective as of the Closing Date, the Transferred Employees who participate in the Vendor's Non-Union Pension Plan shall cease to participate in such plan.
(b) Effective as of the Closing Date, the Purchaser shall provide at its own expense a pension plan registered with the appropriate federal and provincial regulatory authorities for the Transferred Employees who are Non-Unionized Employees who were participating, or who would be eligible to participate, in the Vendor's Non-Union Pension Plan had their employment with the Vendor continued after the Closing Date (the "Purchaser's Non-Union Pension Plan").
(c) The Purchaser's Non-Union Pension Plan shall recognize service prior to the Closing Date and membership in the Vendor's Non-Union Pension Plan to the extent required under Laws for purposes of the Purchaser's Non-Union Pension Plan.
(d) The Vendor shall cause the funding agent of the Vendor's Non-Union Pension Plan to effect a transfer of assets from the Vendor's Non-Union Pension Plan to the funding agent of the Purchaser's Non-Union Pension Plan equal to the assets held in the defined contribution accounts (the "Accounts") for the Transferred Employees who are NonUnionized Employees in the Vendor's Non-Union Pension Plan at the Closing Date, plus (or
Pension and Other Benefit Plans. (a) Schedule 3.46 lists, with respect to the Company and any ERISA Affiliate: (i) all employee benefit plans (as defined in Section 3(3) ERISA) currently maintained or contributed to by the Company or any ERISA Affiliate, (ii) each loan made by the Company to a non-officer employee of the Company, the outstanding principal balance of which is in excess of $10,000, (iii) each outstanding loan by the Company to any officer or director of the Company; (iv) any stock option, stock purchase, phantom stock, stock appreciation right, supplemental retirement, severance, sabbatical, medical, dental, vision care, disability, employee relocation, cafeteria benefit (Internal Revenue Code of 1986, as amended section 125) (the "Code") or dependent care (Code Section 129), life insurance or accident insurance plans, programs or arrangements currently maintained or contributed to by the Company, (v) all bonus, pension, profit sharing, savings, deferred compensation or incentive plans, programs or arrangements currently maintained or contributed to by the Company, (vi) other fringe or employee benefit plans, programs or arrangements maintained or contributed to by the Company that apply to senior management of the Company and that do not generally apply to all employees, (vii) each current or former employment or executive compensation or severance agreements, written or otherwise, as to which unsatisfied obligations of the Company of greater than $5,000 remain for the benefit of, or relating to, any present or former employee, consultant or director of the Company; and (viii) any qualified plan under Code Section 401(a) (together, the "Employee Plans").
(b) The Company has furnished to Purchaser a copy of each of the Company's Employee Plans and any related plan documents (including current trust documents, insurance policies or contracts, employee booklets, summary plan descriptions and other authorizing documents, and any current employee communications relating thereto) and has, with respect to each Employee Plan which is subject to ERISA reporting requirements, provided copies of the Form 5500 reports filed for the last three plan years. Any Employee Plan intended to be qualified under Section 401(a) of the Code has either obtained from the Internal Revenue Service a favorable determination letter 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 applied (or has tim...
Pension and Other Benefit Plans. Roche shall be included in, or have available, pension and other benefit plans provided at Minn-Dak as follows:
Pension and Other Benefit Plans. The Vendor has no pension plan for the benefit of the Employees. The Vendor has made available to the Purchaser copies or summaries of all Benefit Plans.
