Common use of Plans and Material Documents Clause in Contracts

Plans and Material Documents. Section 3.17(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, including any non-qualified deferred compensation plan, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA, and (iv) any contracts, arrangements or understandings between the Company or any of its Affiliates and any employee of the Company or of any Subsidiary, including any contracts, arrangements or understandings relating to the sale of the Company (collectively, the “Plans”). Except as set forth in Section 3.17(a) of the Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary. Neither the Company nor any Subsidiary has any express or implied commitment, whether legally enforceable or not, (I) to create, incur liability with respect to, or cause to exist, any other employee benefit plan, program or arrangement, (II) to enter into any contract or agreement to provide compensation or benefits to any individual, or (III) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.17(a) 8.18 of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and all bonus, stock share option, stock share purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, including any non-qualified deferred compensation plan, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Seller or any Company or any Subsidiary is a party, with respect to which the Company Seller or any Company, or Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company Seller or any Subsidiary for the benefit of any current or former employee, officer or director of the Company Seller or any Company, or Subsidiary, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated), (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA, and (iv) any contracts, arrangements or understandings between the Company Seller or any of its Affiliates and any employee of the Company Seller or of any Company, or Subsidiary, including including, without limitation, any contracts, arrangements or understandings relating to the a sale of the Company Seller (collectively, the “Plans”"PLANS"). Each Plan is in writing and the Seller has furnished or made available to the Purchaser with a complete and accurate copy of each Plan and a complete and accurate copy of each material document prepared in connection with each such Plan, including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in disclosed on Section 3.17(a) 8.19 of the Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Seller or any Company or any Subsidiary is a party, with respect to which the Seller or any Company or any Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company Seller or any Subsidiary for the benefit of any current or former employee, officer or director of the Seller or any Company or any Subsidiary. Neither the Company Seller nor any Company or Subsidiary has any express or implied commitment, whether legally enforceable or not, (Ii) to create, incur liability with respect to, to or cause to exist, exist any other employee benefit plan, program or arrangement, (IIii) to enter into any contract or agreement to provide compensation or benefits to any individual, or (III) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.17(a3.21(a) of the Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, including any non-qualified deferred compensation plan, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any SubsidiarySubsidiary (except for such of the above-described plans, programs, contracts and arrangements as do not have, individually or in aggregate, termination costs or underfunding liabilities in excess of $100,000), (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA, ERISA and (iv) any contracts, arrangements or understandings between the Company Seller or any of its Affiliates and any employee of the Company or of any Subsidiary, including including, without limitation, any contracts, arrangements or understandings relating to the sale of the Company (collectively, the “"Plans”"). Neither the Company nor any Subsidiary has any pension plan (except for a 401(k) plan) or post-retirement healthcare plan. Each Plan is in writing and the Seller has furnished the Purchaser with a complete and accurate copy of each Plan and a complete and accurate copy of each material document prepared in connection with each such Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, (iii) the most recently filed Internal Revenue Service ("IRS") Form 5500, (iv) the most recently received IRS determination letter for each such Plan, and (v) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as set forth in disclosed on Section 3.17(a3.21(a) of the Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Subsidiary. Neither the Company nor any Subsidiary has any express or implied commitment, whether legally enforceable or not, (Ii) to create, incur liability with respect to, to or cause to exist, exist any other employee benefit plan, program or arrangement, (IIii) to enter into any contract or agreement to provide compensation or benefits to any individual, individual or (IIIiii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Code.

Plans and Material Documents. Section 3.17(a3.11 (a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“"ERISA”")) and all bonus, stock option, stock purchase, restricted stock, long term incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, including any non-qualified deferred compensation plan, and all employment, terminationchange in control, and severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Company Subsidiary is a party, with respect to which the Company or any Company Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Company Subsidiary for the benefit of any current or former employee, officer or director of the Company or any Company Subsidiary, (ii) each employee benefit plan for which the Company or any Company Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Company Subsidiary could incur liability under Section 4212(c) of ERISA, ERISA and (iv) any contracts, arrangements or understandings between the Company or any Company Subsidiary or any of its Affiliates their affiliates and any employee of the Company or of any SubsidiaryCompany Subsidiary including, including without limitation, any contracts, arrangements or understandings relating to the a sale of the Company (collectively, the “Plans”). Except as set forth in Section 3.17(a) of the Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any SubsidiaryCompany Subsidiary (collectively, the "Company Benefit Plans"), other than plans, programs, arrangements, agreements or understandings that are not material. Copies or summaries of each material Company Benefit Plan have been made available to Parent. Neither the Company nor any Company Subsidiary has any express or implied commitment, whether legally enforceable or not, (I) commitment to create, incur liability with respect to, adopt or cause to exist, amend any other material employee benefit plan, program program, arrangement or arrangement, (II) to enter into any contract or agreement to provide compensation or benefits to any individual, or (III) to modify, change or terminate any Planagreement, other than with respect to a modification, any immaterial modification or any modification or change or termination required by ERISA or the Codeapplicable law.

Plans and Material Documents. Section 3.17(a3.15(a) of the Company Disclosure Schedule lists (i) all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and all bonus, stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, programs or arrangements, including any non-qualified deferred compensation plan, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which that are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any SubsidiaryBusiness, (ii) each employee benefit plan for which the Company or any Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any plan in respect of which the Company or any Subsidiary could incur liability under Section 4212(c) of ERISA, and (iv) any contracts, arrangements or understandings between the Company or any of its Affiliates Subsidiary and any employee of the Company or of any SubsidiaryBusiness including, including without limitation, any contracts, arrangements or understandings relating to the a sale of the Company Shares, the Registered Capital or the Business (collectively, the “Plans”). Each Plan is in writing and the Company has furnished the Purchaser with a true and complete copy of each Plan and has delivered to the Purchaser a true and complete copy of each material document, if any, prepared in connection with each such Plan. Except as set forth in disclosed on Section 3.17(a3.15(a) of the Company Disclosure Schedule, there are no other employee benefit plans, programs, arrangements or agreements, whether formal or informal, whether in writing or not, to which the Company or any Subsidiary is a party, with respect to which the Company or any Subsidiary has any obligation or which that are maintained, contributed to or sponsored by the Company or any Subsidiary for the benefit of any current or former employee, officer or director of the Company or any SubsidiaryBusiness. Neither the Company nor any Subsidiary has any express or implied commitment, whether legally enforceable or not, (Ii) to create, incur liability with respect to, to or cause to exist, exist any other employee benefit plan, program or arrangement, (IIii) to enter into any contract or agreement to provide compensation or benefits to any individual, individual or (IIIiii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Codeapplicable Law.