Pension and Welfare Matters. With respect to the plans, contracts, programs, understandings, or agreements identified pursuant to Sections 4.8(a) and (b) (for purposes of this Section 4.12, the "plans"): (a) Talbot Bancshares has clearly identified on the list previously provided to Shore Bancshares all of the plans which are (i) Multiemployer Plans, (ii) Multiple Employer Plans, (iii) plans other than Multiemployer Plans and Multiple Employer Plans that are subject to Section 412 of the Code, (iv) plans intended to qualify under Section 401(a) of the Code, and (v) "welfare benefit plans" within the meaning of Section 3(1) of ERISA which provide for continuing benefits or coverage for any participant or any beneficiary of a participant after such participant's termination of employment except coverage or benefits required by Section 4980B of the Code if paid 100% by the participant; (b) true, correct and complete copies of the following documents, with respect to each of the plans have been made available or delivered to Shore Bancshares: (i) all plan documents, including trust agreements, insurance policies, loan documents, and service agreements and amendments thereto, (ii) the most recent Forms 5500 and any financial statements attached thereto and those for the prior three years, (iii) the last Internal Revenue Service determination letter and the application with respect thereto, (iv) summary plan descriptions, (v) the most recent actuarial statements and those for the prior three years, (vi) written descriptions of all non-written agreements relating to any such plan, as applicable, for Talbot Bancshares and each of the Talbot Subsidiaries, and (vii) all filings with a governmental agency or entity within the last three years, including, without limitation, filings under the voluntary or other compliance programs of the U.S. Department of Labor or the Internal Revenue Service; (c) each of the plans has been operated in all material respects in accordance with its terms and in accordance with all applicable laws including, but not limited to, ERISA, the Code, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Health Insurance Portability and Accountability Act of 1996, and state health care continuation laws; (d) all reporting and disclosure requirements of ERISA imposed upon each such plan have been complied with in all material respects, and all required governmental filings, including registration and other filings under applicable securities law, have been made with respect to the plans; (e) none of (i) the plans, (ii) the Talbot Subsidiaries, and (iii) Talbot Bancshares, and to Talbot Bancshares' knowledge, (x) no current or former director, officer, employee, agent, or representative of Talbot Bancshares or any of the Talbot Subsidiaries, and (y) no fiduciary, "party in interest" (as defined in
Appears in 1 contract
Pension and Welfare Matters. With respect to the plans, contracts, programs, understandings, or agreements identified pursuant to Sections 4.8(a3.8(a) and (b) (for purposes of this Section 4.123.12, the "plans"):
(a) Talbot Shore Bancshares has clearly identified on the list previously provided to Shore Talbot Bancshares all of the plans which are (i) Multiemployer PlansPlans (as defined in (l) below), (ii) multiple employer plans subject to Sections 4063 and 4064 of ERISA ("Multiple Employer Plans"), (iii) plans other than Multiemployer Plans and Multiple Employer Plans that are subject to Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"), (iv) plans intended to qualify under Section 401(a) of the Code, and (v) "welfare benefit plans" within the meaning of Section 3(1) of ERISA which provide for continuing benefits or coverage for any participant or any beneficiary of a participant after such participant's termination of employment except coverage or benefits required by Section 4980B of the Code if paid 100% by the participant;
(b) true, correct and complete copies of the following documents, with respect to each of the plans have been made available or delivered to Shore Talbot Bancshares: (i) all plan documents, including trust agreements, insurance policies, loan documents, and service agreements and amendments thereto, (ii) the most recent Forms 5500 and any financial statements attached thereto and those for the prior three years, (iii) the last Internal Revenue Service determination letter and the application with respect thereto, (iv) summary plan descriptions, (v) the most recent actuarial statements and those for the prior three years, (vi) written descriptions of all non-written agreements relating to any such plan, as applicable, for Talbot Shore Bancshares and each of the Talbot Shore Subsidiaries, and (vii) all filings with a governmental agency or entity within the last three years, including, without limitation, filings under the voluntary or other compliance programs of the U.S. Department of Labor or the Internal Revenue Service;
(c) each of the plans has been operated in all material respects in accordance with its terms and in accordance with all previously and currently effective laws applicable laws to such plans, including, but not limited to, ERISA, the Code, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Health Insurance Portability and Accountability Act of 1996, and state health care continuation laws;
(d) all reporting and disclosure requirements of ERISA imposed upon each such plan have been complied with in all material respects, and all required governmental filings, including registration and other filings under applicable securities law, have been made with respect to the plans;
(e) none of (i) the plans, (ii) the Talbot Shore Subsidiaries, and (iii) Talbot Shore Bancshares, and to Talbot Shore Bancshares' knowledge, (x) no current or former director, officer, employee, agent, or representative of Talbot Shore Bancshares or any of the Talbot Shore Subsidiaries, and (y) no fiduciary, "party in interest" (as defined inin Section 3(14) of ERISA) or "disqualified person" (as defined in Section 4975 of the Code) with respect to any of the plans has engaged in any non-exempt "prohibited transaction" in connection with any of the plans within the meaning of Section 4975 of the Code or Title I, Part 4 of ERISA as to which the applicable statute of limitations has not run;
Appears in 1 contract
Pension and Welfare Matters. With respect to the plans, contracts, programs, understandings, or agreements identified pursuant to Sections 4.8(a) and (b) (for purposes of this Section 4.12, the "plans"):
(a) Talbot Bancshares has clearly identified on the list previously provided to Shore Bancshares all of the plans which are (i) Multiemployer Plans, (ii) Multiple Employer Plans, (iii) plans other than Multiemployer Plans and Multiple Employer Plans that are subject to Section 412 of the Code, (iv) plans intended to qualify under Section 401(a) of the Code, and (v) "welfare benefit plans" within the meaning of Section 3(1) of ERISA which provide for continuing benefits or coverage for any participant or any beneficiary of a participant after such participant's termination of employment except coverage or benefits required by Section 4980B of the Code if paid 100% by the participant;
(b) true, correct and complete copies of the following documents, with respect to each of the plans have been made available or delivered to Shore Bancshares: (i) all plan documents, including trust agreements, insurance policies, loan documents, and service agreements and amendments thereto, (ii) the most recent Forms 5500 and any financial statements attached thereto and those for the prior three years, (iii) the last Internal Revenue Service determination letter and the application with respect thereto, (iv) summary plan descriptions, (v) the most recent actuarial statements and those for the prior three years, (vi) written descriptions of all non-written agreements relating to any such plan, as applicable, for Talbot Bancshares and each of the Talbot Subsidiaries, and (vii) all filings with a governmental agency or entity within the last three years, including, without limitation, filings under the voluntary or other compliance programs of the U.S. Department of Labor or the Internal Revenue Service;
(c) each of the plans has been operated in all material respects in accordance with its terms and in accordance with all applicable laws including, but not limited to, ERISA, the Code, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Health Insurance Portability and Accountability Act of 1996, and state health care continuation laws;
(d) all reporting and disclosure requirements of ERISA imposed upon each such plan have been complied with in all material respects, and all required governmental filings, including registration and other filings under applicable securities law, have been made with respect to the plans;
(e) none of (i) the plans, (ii) the Talbot Subsidiaries, and (iii) Talbot Bancshares, and to Talbot Bancshares' knowledge, (x) no current or former director, officer, employee, agent, or representative of Talbot Bancshares or any of the Talbot Subsidiaries, and (y) no fiduciary, "party in interest" (as defined inin Section 3(14) of ERISA) or "disqualified person" (as defined in Section 4975 of the Code) with respect to any of the plans has engaged in any non-exempt "prohibited transaction" in connection with any of the plans within the meaning of Section 4975 of the Code or Title I, Part 4 of ERISA;
(f) none of the plans has any accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, with respect to the latest five plan years, nor any liability to the PBGC (other than normal premium payments);
(g) with respect to plans which are pension plans (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, the assets of each such funded plans equal or exceed the liabilities (as defined in Section 4001(a)(16) of ERISA) under such plans when such liabilities are valued on a termination basis using PBGC interest and other assumptions;
(h) no contributions to any of the plans from Talbot Bancshares or any of the Talbot Subsidiaries are currently past due and, if applicable, all past service and other liabilities currently existing but payable in the future, if any, are reflected in the latest actuarial report in accordance with sound actuarial principles;
(i) no audits, proceedings, investigations, filings, or other matters (excluding any determination letter application that has been or may be filed prior to the Effective Date) are pending before the IRS, the Department of Labor, the PBGC, or other public or quasi-public body in connection with any such plans;
(j) each plan intended to qualify under Section 401(a) of the Code is so qualified and the trust maintained pursuant thereto is exempt from taxation under Section 501 of the Code and nothing has occurred with respect to the operation or administration of such plan which would cause the loss of such qualification or exemption or the imposition of any liability, penalty, or tax under ERISA or the Code that could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), assets, liabilities, business, or operations of Talbot Bancshares and the Talbot Subsidiaries, taken as a whole, or on such plan;
(k) except as previously disclosed in writing to Shore Bancshares, through the Effective Date, there will be no changes in the operation of the plans or in the documents constituting or affecting the plans except for amendments and operational changes required by applicable law which do not materially increase the cost of such plans;
(l) no employees, former employees, or retired employees of Talbot Bancshares or any of the Talbot Subsidiaries, as a result of their employment with Talbot Bancshares or any of the Talbot Subsidiaries, are participants in any Multiemployer Plan and neither Talbot Bancshares nor any of the Talbot Subsidiaries has any current, contingent or potential liability with respect to any such plan;
(m) no "reportable event," as such term is defined in Section 4043(c) of ERISA, has occurred with respect to any plan since the effective date of ERISA, other than a reportable event for which the 30 days notice requirement under regulations of the PBGC has been waived;
(n) there are no pending or threatened claims by or disputes with any participants or beneficiaries of the plans, except plan benefit claims arising in the normal course of the operations of the plans (other than terminated plans) and as to which no dispute exists;
(o) Talbot Bancshares has no knowledge of any facts which could give rise to any claims against any plan or any fiduciary of any plan, except for plan benefit claims which arise in the normal course of the operations of the plans (other than terminated plans) and are not disputed;
(p) neither Talbot Bancshares nor any of the Talbot Subsidiaries nor any fiduciary of any plan has given notice to any fiduciary liability insurer of any claims or potential claims in connection with any of the plans;
(q) except as previously disclosed in writing to Shore Bancshares as plans that cannot be amended or terminated, each of the plans may effectively be terminated or amended, in any manner and at any time, without further accrual of liability to its participants, by its sponsoring or participating employer;
(r) neither Talbot Bancshares nor any of the Talbot Subsidiaries has provided, nor is required to provide, security to any pension plan or to any single-employer plan pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA;
(s) there has been no announcement or legally binding commitment by Talbot Bancshares or any of the Talbot Subsidiaries to create an additional plan, or to amend a plan except for amendments required by applicable law which do not materially increase the cost of such plan;
(t) as to any terminated plans, all obligations for plan benefits or other liabilities have been satisfied in full;
(u) none of the plans contains any provision which would prohibit the transactions contemplated by this Plan or which, except as previously disclosed in writing to Shore Bancshares, would give rise to any severance, termination, or other payments or liabilities, or any forgiveness of indebtedness, vesting, distribution, increase in benefits, or obligations to fund benefits as a result of the transactions contemplated by this Plan; no payment that is owed or may become due any director, officer, employee, or agent of Talbot Bancshares or any of the Talbot Subsidiaries in connection with a plan will be non-deductible to the payor under Section 280G of the Code, and none of the Talbot Subsidiaries, Shore Subsidiaries, Talbot Bancshares or Shore Bancshares will be required to "gross up" or otherwise compensate any person in connection with a plan because of the imposition of any excise tax under Section 4999 of the Code; and
(v) no plan is funded by, associated with, or related to a "voluntary employees' beneficiary association" within the meaning of Section 501(c)(9) of the Code.
Appears in 1 contract
Pension and Welfare Matters. With respect to the plans, contracts, programs, understandings, or agreements identified pursuant to Sections 4.8(a) and (b) (for purposes of this Section 4.12, the "plans"):
(a) Talbot Bancshares has Schedule 4.12 clearly identified on the list previously provided to Shore Bancshares identifies all of the plans which are (i) Multiemployer Plans, (ii) Multiple Employer Plans, (iii) plans other than Multiemployer Plans and Multiple Employer Plans that are subject to Section 412 of the Code, (iv) plans intended to qualify under Section 401(a) 401 of the Code, and (v) "welfare benefit plans" within the meaning of Section 3(1) of ERISA which provide for continuing benefits or coverage for any participant or any beneficiary of a participant after such participant's termination of employment except coverage or benefits required by Section 4980B of the Code if paid 100% by the participant;
(b) true, correct and complete copies of the following documents, with respect to each of the plans have been made available or delivered to Shore Suburban Bancshares: (i) all plan documents, including trust agreements, insurance policies, loan documents, and service agreements and amendments thereto, (ii) the most recent Forms 5500 and any financial statements attached thereto and those for the prior three years, (iii) the last Internal Revenue Service determination letter and the application with respect thereto, (iv) summary plan descriptions, (v) the most recent actuarial statements and those for the prior three years, (vi) written descriptions of all non-written agreements relating to any such plan, as applicable, for Talbot Bancshares Columbia Bancorp and each of the Talbot Columbia Subsidiaries, and (vii) all filings with a governmental agency or entity within the last three years, including, without limitation, filings under the voluntary or other compliance programs of the U.S. Department of Labor or the Internal Revenue Service;
(c) each of the plans has been operated in all material respects in accordance with its terms and in accordance with all applicable laws including, but not limited to, the ERISA, the Code, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Health Insurance Portability and Accountability Act of 1996, and state health care continuation laws;
(d) all reporting and disclosure requirements of ERISA imposed upon each such plan have been complied with in all material respects, and all required governmental filings, including registration and other filings under applicable securities law, have been made with respect to the plans;
(e) none of (i) the plans, (ii) the Talbot Columbia Subsidiaries, and (iii) Talbot BancsharesColumbia Bancorp, and to Talbot Bancshares' Columbia Bancorp's knowledge, (x) no current or former director, officer, employee, agent, or representative of Talbot Bancshares Columbia Bancorp or any of the Talbot Columbia Subsidiaries, and (y) no fiduciary, "party in interest" (as defined inin Section 3(14) of ERISA) or "disqualified person" (as defined in Section 4975 of the Code) with respect to any of the plans has engaged in any non-exempt "prohibited transaction" in connection with any of the plans within the meaning of Section 4975 of the Code or Title I, Part 4 of ERISA;
(f) none of the plans has any accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, with respect to the latest five plan years, nor any liability to the PBGC (other than normal premium payments);
(g) with respect to plans which are pension plans (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, the assets of each such funded plans equal or exceed the liabilities (as defined in Section 4001(a)(16) of ERISA) under such plans when such liabilities are valued on a termination basis using PBGC interest and other assumptions;
(h) no contributions to any of the plans from Columbia Bancorp or any of the Columbia Subsidiaries are currently past due and, if applicable, all past service and other liabilities currently existing but payable in the future, if any, are reflected in the latest actuarial report in accordance with sound actuarial principles;
(i) no audits, proceedings, investigations, filings, or other matters (excluding any determination letter application that has been or may be filed prior to the Effective Date) are pending before the IRS, the Department of Labor, the PBGC, or other public or quasi-public body in connection with any such plans;
(j) each plan intended to qualify under Section 401(a) of the Code is so qualified and the trust maintained pursuant thereto is exempt from taxation under Section 501 of the Code and nothing has occurred with respect to the operation or administration of such plan which would cause the loss of such qualification or exemption or the imposition of any liability, penalty, or tax under ERISA or the Code that could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), assets, liabilities, business, or operations of Columbia Bancorp and the Columbia Subsidiaries, taken as a whole, or on such plan;
(k) except as disclosed in Schedule 4.12, through the Effective Date, there will be no changes in the operation of the plans or in the documents constituting or affecting the plans except for amendments and operational changes required by applicable law which do not materially increase the cost of such plans;
(l) no employees, former employees, or retired employees of Columbia Bancorp or any of the Columbia Subsidiaries, as a result of their employment with Columbia Bancorp or any of the Columbia Subsidiaries, are participants in any Multiemployer Plan and neither Columbia Bancorp nor any of the Columbia Subsidiaries has any current, contingent, or potential liability with respect to any such plan;
(m) no "reportable event," as such term is defined in Section 4043(c) of ERISA, has occurred with respect to any plan since the effective date of ERISA, other than a reportable event for which the 30 days notice requirement under regulations of the PBGC has been waived;
(n) there are no pending or threatened claims by or disputes with any participants or beneficiaries of the plans, except plan benefit claims arising in the normal course of the operations of the plans (other than terminated plans) and as to which no dispute exists;
(o) Columbia Bancorp has no knowledge of any facts which could give rise to any claims against any plan or any fiduciary of any plan, except for plan benefit claims arising in the normal course of the operations of the plans (other than terminated plans);
(p) neither Columbia Bancorp nor any of the Columbia Subsidiaries nor any fiduciary of any plan has given notice to any fiduciary liability insurer of any claims or potential claims in connection with any of the plans;
(q) except as disclosed in Schedule 4.12, each of the plans which benefit retired employees of Columbia Bancorp or any of the Columbia Subsidiaries may effectively be terminated or amended, in any manner and at any time, without further liability to its participants, by its sponsoring employer;
(r) neither Columbia Bancorp nor any of the Columbia Subsidiaries has provided, nor is required to provide, security to any pension plan or to any single-employer plan pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA;
(s) there has been no announcement or legally binding commitment by Columbia Bancorp or any of the Columbia Subsidiaries to create an additional plan, or to amend a plan except for amendments required by applicable law which do not materially increase the cost of such plan;
(t) as to any terminated plans, all obligations for plan benefits or other liabilities have been satisfied in full;
(u) none of the plans contains any provision which would prohibit the transactions contemplated by this Plan or which, except as disclosed in Schedule 4.12, would give rise to any severance, termination, or other payments or liabilities, or any forgiveness of indebtedness, vesting, distribution, increase in benefits, or obligations to fund benefits as a result of the transactions contemplated by this Plan; no payment that is owed or may become due any director, officer, employee, or agent of Columbia Bancorp or any of the Columbia Subsidiaries in connection with a plan will be non-deductible to the payor under Section 280G of the Code, and none of the Suburban Subsidiaries, Columbia Subsidiaries, Suburban Bancshares, and Columbia Bancorp will be required to "gross up" or otherwise compensate any person in connection with a plan because of the imposition of any excise tax under Section 4999 of the Code; and
(v) no plan is funded by, associated with, or related to a "voluntary employees' beneficiary association" within the meaning of Section 501(c)(9) of the Code.
Appears in 1 contract
Samples: Merger Agreement (Columbia Bancorp)
Pension and Welfare Matters. With respect to the plans, contracts, programs, understandings, or agreements identified pursuant to Sections 4.8(a3.8(a) and (b) (for purposes of this Section 4.123.12, the "plans"):
(a) Talbot Shore Bancshares has clearly identified on the list previously provided to Shore Talbot Bancshares all of the plans which are (i) Multiemployer PlansPlans (as defined in (l) below), (ii) multiple employer plans subject to Sections 4063 and 4064 of ERISA ("Multiple Employer Plans"), (iii) plans other than Multiemployer Plans and Multiple Employer Plans that are subject to Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"), (iv) plans intended to qualify under Section 401(a) of the Code, and (v) "welfare benefit plans" within the meaning of Section 3(1) of ERISA which provide for continuing benefits or coverage for any participant or any beneficiary of a participant after such participant's termination of employment except coverage or benefits required by Section 4980B of the Code if paid 100% by the participant;
(b) true, correct and complete copies of the following documents, with respect to each of the plans have been made available or delivered to Shore Talbot Bancshares: (i) all plan documents, including trust agreements, insurance policies, loan documents, and service agreements and amendments thereto, (ii) the most recent Forms 5500 and any financial statements attached thereto and those for the prior three years, (iii) the last Internal Revenue Service determination letter and the application with respect thereto, (iv) summary plan descriptions, (v) the most recent actuarial statements and those for the prior three years, (vi) written descriptions of all non-written agreements relating to any such plan, as applicable, for Talbot Shore Bancshares and each of the Talbot Shore Subsidiaries, and (vii) all filings with a governmental agency or entity within the last three years, including, without limitation, filings under the voluntary or other compliance programs of the U.S. Department of Labor or the Internal Revenue Service;
(c) each of the plans has been operated in all material respects in accordance with its terms and in accordance with all previously and currently effective laws applicable laws to such plans, including, but not limited to, ERISA, the Code, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Health Insurance Portability and Accountability Act of 1996, and state health care continuation laws;
(d) all reporting and disclosure requirements of ERISA imposed upon each such plan have been complied with in all material respects, and all required governmental filings, including registration and other filings under applicable securities law, have been made with respect to the plans;
(e) none of (i) the plans, (ii) the Talbot Shore Subsidiaries, and (iii) Talbot Shore Bancshares, and to Talbot Shore Bancshares' knowledge, (x) no current or former director, officer, employee, agent, or representative of Talbot Shore Bancshares or any of the Talbot Shore Subsidiaries, and (y) no fiduciary, "party in interest" (as defined inin Section 3(14) of ERISA) or "disqualified person" (as defined in Section 4975 of the Code) with respect to any of the plans has engaged in any non-exempt "prohibited transaction" in connection with any of the plans within the meaning of Section 4975 of the Code or Title I, Part 4 of ERISA as to which the applicable statute of limitations has not run;
(f) none of the plans has any accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, with respect to the latest five plan years, nor any liability to the Pension Benefit Guaranty Corporation (the "PBGC") (other than normal premium payments);
(g) with respect to plans which are pension plans (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, the assets of each such funded plans equal or exceed the liabilities (as defined in Section 4001(a)(16) of ERISA) under such plans when such liabilities are valued on a termination basis using PBGC interest and other assumptions;
(h) no contributions to any of the plans from Shore Bancshares or any of the Shore Subsidiaries are currently past due and, if applicable, all past service and other liabilities currently existing but payable in the future, if any, are reflected in the latest actuarial report in accordance with sound actuarial principles;
(i) no audits, proceedings, investigations, filings, or other matters (excluding any determination letter application that has been or may be filed prior to the Effective Date) are pending before the Internal Revenue Service (the "IRS"), the Department of Labor, the PBGC, or other public or quasi-public body in connection with any such plans;
(j) each plan intended to qualify under Section 401(a) of the Code is so qualified and the trust maintained pursuant thereto is exempt from taxation under Section 501 of the Code and nothing has occurred with respect to the operation or administration of such plan which would cause the loss of such qualification or exemption or the imposition of any liability, penalty, or tax under ERISA or the Code that could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), assets, liabilities, business, or operations of Shore Bancshares and the Shore Subsidiaries, taken as a whole, or on such plan;
(k) except as previously disclosed in writing to Talbot Bancshares, through the Effective Date, there will be no changes in the operation of the plans or in the documents constituting or affecting the plans except for amendments and operational changes required by applicable law which do not materially increase the cost of such plans;
(l) no employees, former employees, or retired employees of Shore Bancshares or any of the Shore Subsidiaries, as a result of their employment with Shore Bancshares or any of the Shore Subsidiaries, are participants in any "multiemployer plan" which is a "pension plan," as such terms are defined in Sections 3(37) and 3(2) of ERISA, respectively, ("Multiemployer Plan") and neither Shore Bancshares nor any of the Shore Subsidiaries has any current, contingent or potential liability with respect to any such plan;
(m) no "reportable event," as such term is defined in Section 4043(c) of ERISA, has occurred with respect to any plan since the effective date of ERISA, other than a reportable event for which the 30 days notice requirement under regulations of the PBGC has been waived;
(n) there are no pending or threatened claims by or disputes with any participants or beneficiaries of the plans, except plan benefit claims arising in the normal course of the operations of the plans (other than terminated plans) and as to which no dispute exists;
(o) Shore Bancshares has no knowledge of any facts which could give rise to any claims against any plan or any fiduciary of any plan, except for plan benefit claims which arise in the normal course of the operations of the plans (other than terminated plans) and are not disputed;
(p) neither Shore Bancshares nor any of the Shore Subsidiaries nor any fiduciary of any plan has given notice to any fiduciary liability insurer of any claims or potential claims in connection with any of the plans;
(q) except as previously disclosed in writing to Talbot Bancshares as plans that cannot be amended or terminated, each of the plans may effectively be terminated or amended, in any manner and at any time, without further accrual of liability to its participants, by its sponsoring or participating employer;
(r) neither Shore Bancshares nor any of the Shore Subsidiaries has provided, nor is required to provide, security to any pension plan or to any single-employer plan pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA;
(s) there has been no announcement or legally binding commitment by Shore Bancshares or any of the Shore Subsidiaries to create an additional plan, or to amend a plan except for amendments required by applicable law which do not materially increase the cost of such plan;
(t) as to any terminated plans, all obligations for plan benefits or other liabilities have been satisfied in full;
(u) none of the plans contains any provision which would prohibit the transactions contemplated by this Plan or which, except as previously disclosed in writing to Talbot Bancshares, would give rise to any severance, termination, or other payments or liabilities, or any forgiveness of indebtedness, vesting, distribution, increase in benefits, or obligations to fund benefits as a result of the transactions contemplated by this Plan; no payment that is owed or may become due any director, officer, employee, independent contractor or agent of Shore Bancshares or any of the Shore Subsidiaries in connection with a plan will be non-deductible to the payor under Section 280G of the Code, and none of the Shore Subsidiaries, Talbot Subsidiaries (as defined in Section 4.1), Shore Bancshares and Talbot Bancshares will be required to "gross up" or otherwise compensate any person in connection with a plan because of the imposition of any excise tax under Section 4999 of the Code; and
(v) no plan is funded by, associated with, or related to a "voluntary employees' beneficiary association" within the meaning of Section 501(c)(9) of the Code.
Appears in 1 contract
Pension and Welfare Matters. With respect to the plans, contracts, programs, understandings, or agreements identified pursuant to Sections 4.8(a3.8(a) and (b) (for purposes of this Section 4.123.12, the "plans"):
(a) Talbot Bancshares has Schedule 3.12 clearly identified on the list previously provided to Shore Bancshares identifies all of the plans which are (i) Multiemployer PlansPlans (as defined in (l) below), (ii) multiple employer plans subject to Sections 4063 and 4064 of ERISA ("Multiple Employer Plans"), (iii) plans other than Multiemployer Plans and Multiple Employer Plans that are subject to Section 412 of the Internal Revenue Code of 1986, as amended (the "Code"), (iv) plans intended to qualify under Section 401(a) 401 of the Code, and (v) "welfare benefit plans" within the meaning of Section 3(1) of ERISA which provide for continuing benefits or coverage for any participant or any beneficiary of a participant after such participant's termination of employment except coverage or benefits required by Section 4980B of the Code if paid 100% by the participant;
(b) true, correct and complete copies of the following documents, with respect to each of the plans have been made available or delivered to Shore BancsharesColumbia Bancorp: (i) all plan documents, including trust agreements, insurance policies, loan documents, and service agreements and amendments thereto, (ii) the most recent Forms 5500 and any financial statements attached thereto and those for the prior three years, (iii) the last Internal Revenue Service determination letter and the application with respect thereto, (iv) summary plan descriptions, (v) the most recent actuarial statements and those for the prior three years, (vi) written descriptions of all non-written agreements relating to any such plan, as applicable, for Talbot Suburban Bancshares and each of the Talbot Suburban Subsidiaries, and (vii) all filings with a governmental agency or entity within the last three years, including, without limitation, filings under the voluntary or other compliance programs of the U.S. Department of Labor or the Internal Revenue Service;
(c) each of the plans has been operated in all material respects in accordance with its terms and in accordance with all applicable laws including, but not limited to, the ERISA, the Code, the Consolidated Omnibus Budget Reconciliation Act of 1985, the Health Insurance Portability and Accountability Act of 1996, and state health care continuation laws;
(d) all reporting and disclosure requirements of ERISA imposed upon each such plan have been complied with in all material respects, and all required governmental filings, including registration and other filings under applicable securities law, have been made with respect to the plans;
(e) none of (i) the plans, (ii) the Talbot Suburban Subsidiaries, and (iii) Talbot Suburban Bancshares, and to Talbot Suburban Bancshares' knowledge, (x) no current or former director, officer, employee, agent, or representative of Talbot Suburban Bancshares or any of the Talbot Suburban Subsidiaries, and (y) no fiduciary, "party in interest" (as defined inin Section 3(14) of ERISA) or "disqualified person" (as defined in Section 4975 of the Code) with respect to any of the plans has engaged in any non-exempt "prohibited transaction" in connection with any of the plans within the meaning of Section 4975 of the Code or Title I, Part 4 of ERISA;
(f) none of the plans has any accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, with respect to the latest five plan years, nor any liability to the Pension Benefit Guaranty Corporation (the "PBGC") (other than normal premium payments);
(g) with respect to plans which are pension plans (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA, the assets of each such funded plans equal or exceed the liabilities (as defined in Section 4001(a)(16) of ERISA) under such plans when such liabilities are valued on a termination basis using PBGC interest and other assumptions;
(h) no contributions to any of the plans from Suburban Bancshares or any of the Suburban Subsidiaries are currently past due and, if applicable, all past service and other liabilities currently existing but payable in the future, if any, are reflected in the latest actuarial report in accordance with sound actuarial principles;
(i) no audits, proceedings, investigations, filings, or other matters (excluding any determination letter application that has been or may be filed prior to the Effective Date) are pending before the IRS, the Department of Labor, the PBGC, or other public or quasi-public body in connection with any such plans;
(j) each plan intended to qualify under Section 401(a) of the Code is so qualified and the trust maintained pursuant thereto is exempt from taxation under Section 501 of the Code and nothing has occurred with respect to the operation or administration of such plan which would cause the loss of such qualification or exemption or the imposition of any liability, penalty, or tax under ERISA or the Code that could reasonably be expected to have a material adverse effect on the condition (financial or otherwise), assets, liabilities, business, or operations of Suburban Bancshares and the Suburban Subsidiaries, taken as a whole, or on such plan;
(k) except as disclosed in Schedule 3.12, through the Effective Date, there will be no changes in the operation of the plans or in the documents constituting or affecting the plans except for amendments and operational changes required by applicable law which do not materially increase the cost of such plans;
(l) no employees, former employees, or retired employees of Suburban Bancshares or any of the Suburban Subsidiaries, as a result of their employment with Suburban Bancshares or any of the Suburban Subsidiaries, are participants in any "multiemployer plan" which is a "pension plan," as such terms are defined in Sections 3(37) and 3(2) of ERISA, respectively, ("Multiemployer Plan") and neither Suburban Bancshares nor any of the Suburban Subsidiaries has any current, contingent or potential liability with respect to any such plan;
(m) no "reportable event," as such term is defined in Section 4043(c) of ERISA, has occurred with respect to any plan since the effective date of ERISA, other than a reportable event for which the 30 days notice requirement under regulations of the PBGC has been waived;
(n) there are no pending or threatened claims by or disputes with any participants or beneficiaries of the plans, except plan benefit claims arising in the normal course of the operations of the plans (other than terminated plans) and as to which no dispute exists;
(o) Suburban Bancshares has no knowledge of any facts which could give rise to any claims against any plan or any fiduciary of any plan, except for plan benefit claims arising in the normal course of the operations of the plans (other than terminated plans);
(p) neither Suburban Bancshares nor any of the Suburban Subsidiaries nor any fiduciary of any plan has given notice to any fiduciary liability insurer of any claims or potential claims in connection with any of the plans;
(q) except as disclosed in Schedule 3.12, each of the plans which benefit retired employees of Suburban Bancshares or any of the Suburban Subsidiaries may effectively be terminated or amended, in any manner and at any time, without further liability to its participants, by its sponsoring employer;
(r) neither Suburban Bancshares nor any of the Suburban Subsidiaries has provided, nor is required to provide, security to any pension plan or to any single-employer plan pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA;
(s) there has been no announcement or legally binding commitment by Suburban Bancshares or any of the Suburban Subsidiaries to create an additional plan, or to amend a plan except for amendments required by applicable law which do not materially increase the cost of such plan;
(t) as to any terminated plans, all obligations for plan benefits or other liabilities have been satisfied in full;
(u) none of the plans contains any provision which would prohibit the transactions contemplated by this Plan or which, except as disclosed in Schedule 3.12, would give rise to any severance, termination, or other payments or liabilities, or any forgiveness of indebtedness, vesting, distribution, increase in benefits, or obligations to fund benefits as a result of the transactions contemplated by this Plan; no payment that is owed or may become due any director, officer, employee, or agent of Suburban Bancshares or any of the Suburban Subsidiaries in connection with a plan will be non-deductible to the payor under Section 280G of the Code, and none of the Suburban Subsidiaries, Columbia Subsidiaries, Suburban Bancshares, and Columbia Bancorp will be required to "gross up" or otherwise compensate any person in connection with a plan because of the imposition of any excise tax under Section 4999 of the Code; and
(v) no plan is funded by, associated with, or related to a "voluntary employees' beneficiary association" within the meaning of Section 501(c)(9) of the Code.
Appears in 1 contract
Samples: Merger Agreement (Columbia Bancorp)
