Pension and Other Employee Plans and Agreements. (a) Section 4.19 of the Disclosure Schedule sets forth, as of the date of this Agreement, all of the pension, profit sharing, stock option, stock purchase, stock bonus, employee stock ownership, incentive, bonus, life, health, disability or accident plans, deferred compensation plans, and other employee compensation or benefit plans, agreements, practices, policies, customs, contracts, arrangements or commitments, including, without limitation, changes in control or severance agreements, holiday, vacation or other similar plans, programs or arrangements, employee benefit plans (within the meaning of section 3(3) of ERISA), and labor union agreements under or with respect to which the Parent or any Person ("ERISA Affiliate") who would be treated as being a "single employer" with the Parent under section 414 of the Internal Revenue Code of 1986, as amended (the "Code"), has any liability or obligation, whether current, contingent, secondary or otherwise (collectively, the "Plans" and individually, a "Plan"), and the Parent has furnished to the Company complete copies of all of the foregoing as amended and in effect on the date hereof, including, where applicable, any trust agreements, insurance contracts or other funding mediums related to any Plan and Summary Plan Descriptions. The Parent has heretofore delivered to the Company the most recent liability valuation report with respect to each Plan for which a report or estimate has been prepared, the most recent assets valuation report provided to the Parent with respect to each Plan for which such report must be filed, and the most recent favorable IRS determination letter received with respect to each Plan that is intended to be qualified under section 401(a) of the Code or trust intended to be exempt under section 501(a) or section 501(c)(9) of the Code. Section 4.19 of the Disclosure Schedule also sets forth any other plans or arrangements which would be required to be listed pursuant to the preceding provisions of this section but for the fact that they were terminated within three years of the date of this Agreement (collectively, "Terminated Plan").
(b) With respect to each Plan and each Terminated Plan, the Parent and its ERISA Affiliates have complied in all material respects with, and each Plan and each Terminated Plan conforms in all material respects to and has from its inception been operated in all material respects with, all applicable laws and regulations, including but not limited to ERISA an...
Pension and Other Employee Plans and Agreements. Canadian Arrow does not maintain or contribute to any Employee Plan and without limiting the foregoing, Canadian Arrow does not maintain or contribute to a “registered pension plan” as that term is defined in subsection 248(1) of the ITA.
Pension and Other Employee Plans and Agreements. Other than the Tartisan Stock Option Plan, Tartisan does not maintain or contribute to any Employee Plan and without limiting the foregoing, Tartisan does not maintain or contribute to a “registered pension plan” as that term is defined in subsection 248(1) of the ITA.
Pension and Other Employee Plans and Agreements. (i) Except for Plans (as defined herein) that are either (a) described in or attached as exhibits to the Company SEC Documents, and (b) Plans that may be terminated by the Company or any ERISA Affiliate within 30 days without material liability to the Company, as of the date of this Agreement, the Company and its Subsidiaries have no pension, profit sharing, stock option, stock purchase, incentive, bonus, life, health, disability or accident plans, deferred compensation plans, Section 125 cafeteria plan and other employee compensation or benefit plans, agreements, practices, policies, contracts, arrangements or commitments, including severance agreements, change in control agreements, or other similar matters and labor union agreements relating to present and former employees and/or independent contractors (including beneficiaries thereof) of the Company and all entities that are treated as being one employer with the Company under Code Section 414 (the "ERISA Affiliates"), with respect to which the Company has or may have any material liability (collectively the "Plans" and individually a "Plan").
(ii) With respect to each Plan of the Company or any Subsidiary, the Company and its ERISA Affiliates have complied in all material respects with, and each Plan conforms to in all material respects, and has from its inception been operated in all material respects in compliance with, all applicable laws and regulations including ERISA and the Code to the extent applicable, and each Plan has been administered in all material respects in accordance with its terms. Neither the Company nor any ERISA Affiliate has any commitment or has taken any action to adopt or establish any additional Plans or to materially increase the benefits under any Plan. Except for immaterial amounts and payments, all contributions required to and payments under or with respect to any Plan and all premiums for insurance coverage for each fiscal year of each Plan ended before the date of this Agreement and for any portion of a fiscal year ending on the Effective Time have been paid and all material payments to be made but not yet due have been properly accrued and recorded in the most recent financial statements included in the Company SEC Documents. No Plan of the Company or any Subsidiary is subject to Title IV of ERISA or Section 412 of the Code. There is no pending or, to the knowledge of the Company, threatened or anticipated litigation, arbitration, proceeding, claim (other than an un...
Pension and Other Employee Plans and Agreements. (a) Section 3.15(a) of the Capstead Disclosure Schedule sets forth, as of the date of this Agreement, all of the material pension, profit sharing, stock option, stock purchase, stock bonus, employee stock ownership, incentive, bonus, life, health, disability or accident plans, deferred compensation plans, and other employee compensation or benefit plans, agreements, practices, policies, customs, contracts, arrangements or commitments, including, without limitation, changes in control or severance agreements, holiday, vacation or other similar plans, programs or arrangements, employee benefit plans (within the meaning of section 3(3) of ERISA), and labor union agreements under or with respect to which the Company or any Person ("ERISA AFFILIATE") who would be treated as being a "single employer" with the Company under section 414 of the Code, has any liability or obligation, whether current, contingent, secondary or otherwise (collectively, the "PLANS" and individually, a "PLAN"), and the Company has furnished to Fortress complete copies of all of the foregoing as amended and in effect on the date hereof, including, where applicable, any trust agreements, insurance contracts or other funding mediums related to any Plan and Summary Plan Descriptions.
(b) Except for any events of noncompliance resulting in aggregate payments of not greater than $150,000, each Plan is in compliance in all material respects with its terms and applicable Law, including (without limitation) ERISA and the Code.
(c) Seller has never been required to contribute to any multiple employer plan (as defined in Section 412 of the Code) or multiemployer plan (as defined under Section 3(37) of ERISA), and no Plan is subject to Title IV of ERISA or Section 412 of the Code.
(d) No Plan provides (or has any commitment to provide) health benefits with respect to any current or former employees or independent contractors (or beneficiary thereof) of the Company or any ERISA Affiliate beyond their retirement or other termination of service (other than coverage mandated by COBRA). Each Plan can be unilaterally terminated at any time by the Company without material liability.
Pension and Other Employee Plans and Agreements. (a) Exhibit 2.11 sets forth all Employee Plans maintained by each USMX Group Member, and USMX has furnished or made available to Dakota and Merger Corp true and complete copies of all such Employee Plans as amended and in effect on the date hereof.
(b) To the knowledge of USMX,
(1) the execution and delivery of this Agreement by USMX and the consummation of the Transactions do not constitute and will not result in any "prohibited transaction" within the meaning of ERISA or 4975 of the Tax Code;
(2) each Employee Plan of the USMX Group and any related trust agreements, annuity contracts, insurance contracts, or other funding instruments are currently, and have been in the past, in compliance in all material respects with the requirements of applicable Laws as to the form, operation, and administration of such plans;
(3) all reports, notices, and applications relating thereto required by any Governmental agency have been in all material respects timely filed;
(4) all contributions required to be made on or before the date hereof to each such Employee Plan under the terms of such plan, ERISA, the Tax Code or other applicable law have been in all material respects timely made;
(5) no USMX Group Member has incurred, or will incur as a result of the Transactions, any Liability (except for premiums) to the Pension Benefit Guaranty Corporation; and
(6) none of the Employee Plans of the USMX Group is a "Multi-employer Plan" (as such term is defined in 3(37) of ERISA); and
(c) There are no actions, suits, claims or proceedings, whether in equity or at law, or Governmental investigations pending or, to the knowledge of USMX, threatened against or with respect to any Employee Plan of the USMX Group or any assets of any such Employee Plan.
Pension and Other Employee Plans and Agreements. (a) Section 3.08 of the Kinross Disclosure Letter sets forth all Employee Plans maintained or contributed to by each Kinross Group Member, and Kinross has furnished or made available to Amax true and complete copies of all such Employee Plans as amended and in effect on the date of this Agreement with copies of all related trust agreements, annuity contracts, insurance contracts or other funding instruments, actuarial reports (for the past three years), financial statements and plan summaries, booklets and personnel manuals.
(b) To the knowledge of Kinross, except to the extent any of the following would, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect on the Kinross Group:
(i) the execution and delivery of this Agreement by Kinross and the consummation of the transactions contemplated hereby do not constitute and will not result in any "prohibited transaction" within the meaning of Section 4.06 of ERISA or Section 4975 of the Tax Code;
(ii) each Kinross Group Employee Plan is duly established and, where applicable, qualified in accordance with all applicable Laws and no fact or circumstance, where applicable, exists which is likely to adversely affect the qualified status of any Employee Plan which is permitted or required to be qualified;
(iii) each Kinross Group Employee Plan and any related trust agreements are currently, and have been in the past, in compliance in all material respects with the requirements of applicable Laws and applicable collective bargaining agreements as to the form, operation, and administration of such plans;
(iv) all returns, reports, notices, and applications relating to each Kinross Group Employment Plan required by any Governmental agency have been in all material respects timely filed;
(v) all contributions or premiums required to be made on or before the date hereof to or in respect of each Kinross Group Employee Plan under the terms of such plan or applicable Law and applicable collective bargaining agreements have been in all material respects timely made and no Taxes, penalties or fees are owing or payable under or in respect of any such plan;
(vi) no Kinross Group Member nor any ERISA Affiliate of any such Kinross Group Member has incurred any Liability (except for premiums) to the Pension Benefit Guaranty Corporation which has not been discharged and will not incur any such Liability in respect of the Merger;
(vii) there exists no Liability of the Kinross Group in connection w...
Pension and Other Employee Plans and Agreements. (i) As used in this Agreement, "Company Plan" shall mean each employment, severance, salary continuation or other contract, stock purchase plan, stock option plan, stock appreciation plan, vacation, sick leave or other fringe benefit plan, incentive plan, insurance plan arrangement, bonus plan and any deferred compensation arrangement, plan, policy or funding arrangement sponsored, maintained or to which contributions are made by the Company or with respect to which the Company or any of its subsidiaries has any potential liability.
Pension and Other Employee Plans and Agreements. Acpana does not maintain or contribute to any Employee Plan.
Pension and Other Employee Plans and Agreements. Buena Vista does not maintain or contribute to any Employee Plan and without limiting the foregoing, Buena Vista does not maintain or contribute to a “registered pension plan” as that term is defined in subsection 248(1) of the ITA.
