Common use of Pensions and Benefits Clause in Contracts

Pensions and Benefits. (a) Except as set forth on SCHEDULE 5.10(a) hereto, as of the date of this Agreement, the Seller does not maintain or have any obligation to make contributions to, any employee benefit plan (an "ERISA PLAN") within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any other retirement, profit sharing, stock option, stock bonus or other benefit program (a "NON-ERISA PLAN"), in either case, for the benefit of any officers, employees or consultants of the MMIC Business. The Seller has heretofore delivered or made available to the Buyer copies or summaries of each such ERISA Plan and Non-ERISA Plan and any associated funding instruments and, with respect to any such ERISA Plan, the most recently completed annual report (with any required attachments), the most recent IRS determination letter, and any other advisory opinions or rulings applicable to such Plan. (b) To the Seller's knowledge, except as set forth on SCHEDULE 5.10(b), all of Seller's ERISA Plans and Non-ERISA Plans have been maintained and operated in all material respects in accordance with all federal, state, provincial and local laws applicable to such plans, and the terms and conditions of the respective plan documents.

Appears in 1 contract

Samples: Asset Purchase Agreement (Triquint Semiconductor Inc)

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Pensions and Benefits. (a) Except as set forth on SCHEDULE 5.10(a) 5.10 hereto, as of the date of this Agreement, the Seller does not maintain or have any obligation to make contributions to, any employee benefit plan (an "ERISA PLAN") within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any other retirement, profit sharing, stock option, stock bonus or other benefit program (a "NON-ERISA PLAN"), in either case, for the benefit of any officers, employees or consultants of the MMIC Pressure Sensitive Business. The Seller has heretofore delivered or made available to the Buyer copies or summaries of each such ERISA Plan and Non-ERISA Plan and any associated funding instruments and, with respect to any such ERISA Plan, the most recently completed annual report (with any required attachments), the most recent IRS determination letter, and any other advisory opinions or rulings applicable to such Plan. (b) To the Seller's knowledge, except as set forth on SCHEDULE 5.10(b), all of Seller's the ERISA Plans and Non-ERISA Plans have been maintained and operated in all material respects in accordance with all federal, state, provincial and local laws applicable to such plans, and the terms and conditions of the respective plan documents.

Appears in 1 contract

Samples: Asset Purchase Agreement (Spinnaker Industries Inc)

Pensions and Benefits. (a) Except as set forth on SCHEDULE Schedule 5.10(a) hereto, as of the date of this Agreement, the Seller does not maintain or have any obligation to make contributions to, any employee benefit plan (an "ERISA PLANPlan") within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any other retirement, profit sharing, stock option, stock bonus or other benefit program (a "NONNon-ERISA PLANPlan"), in either case, for the benefit of any officers, employees or consultants of the MMIC Business. The Seller has heretofore delivered or made available to the Buyer copies or summaries of each such ERISA Plan and Non-ERISA Plan and any associated funding instruments and, with respect to any such ERISA Plan, the most recently completed annual report (with any required attachments), the most recent IRS determination letter, and any other advisory opinions or rulings applicable to such Plan. (b) To the Seller's knowledge, except as set forth on SCHEDULE Schedule 5.10(b), all of Seller's ERISA Plans and Non-ERISA Plans have been maintained and operated in all material respects in accordance with all federal, state, provincial and local laws applicable to such plans, and the terms and conditions of the respective plan documents.

Appears in 1 contract

Samples: Asset Purchase Agreement (Raytheon Co/)

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Pensions and Benefits. (a) Except as set forth on SCHEDULE 5.10(a5.15(a) hereto, as of the date of this Agreement, the Seller does not maintain or have any obligation to make contributions to, any employee benefit plan (an "ERISA PLAN") within the meaning of Section 3(3) of the United States Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or any other retirement, profit sharing, stock option, stock bonus or other benefit program (a "NON-ERISA PLAN", and collectively with the ERISA Plans, the "PLANS"), in either case, for the benefit of any officers, employees or consultants of the MMIC BusinessXxxxxx Employee. The Seller has heretofore delivered or made available to the Buyer copies or complete and accurate summaries of each such ERISA Plan and Non-ERISA Plan and any associated funding instruments and, with respect to any such ERISA Plan, the most recently completed annual report (with any required attachments), the most recent IRS determination letter, and any other advisory opinions or rulings applicable to such Plan. (b) To All of the Seller's knowledge, except as set forth on SCHEDULE 5.10(b), all of Seller's ERISA Plans and Non-ERISA Plans have been maintained and operated in all material respects in accordance with all federal, state, provincial and local laws applicable to such plans, and the terms and conditions of the respective plan documents.

Appears in 1 contract

Samples: Asset Purchase Agreement (High Voltage Engineering Corp)

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