Common use of Plans and Material Documents Clause in Contracts

Plans and Material Documents. (a) SCHEDULE 6.1.19(a) sets forth a list of all Benefit Plans with respect to which Seller has or has had in the six years preceding the date hereof any obligation or liability or which are or were in the six years preceding the date hereof maintained, contributed to or sponsored by Seller for the benefit of any current or former employee, officer or director of Seller. With respect to each Benefit Plan subject to ERISA, Seller has delivered to Purchaser a true and complete copy of each such Benefit Plan (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such Benefit Plan, including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, and (iii) the most recently filed IRS Form 5500 for each such Benefit Plan, if any. Except as provided in Sections 8.5(d) and 8.5(e), Seller does not have any express or implied commitment to create, incur liability with respect to or cause to exist any employee benefit plan or to modify any Benefit Plan, other than as required by Law. (b) Except as disclosed in SCHEDULE 6.1.19(b), none of the Benefit Plans is a plan that is or has ever been subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. None of the Benefit Plans is (i) a "multiemployer plan" as defined in Section 3(37) of ERISA, (ii) a plan or arrangement described under Section 4(b)(5) or 401(a)(1) of ERISA, or (iii) a plan maintained in connection with a trust described in Section 501(c)(9) of the Code. Except as disclosed in SCHEDULE 6.1.19

Plans and Material Documents. (a) SCHEDULE 6.1.19(a3.1.18(a) sets forth a list of all Benefit Plans employee benefit plans (as defined in Section 3(3) of ERISA), and all other employee benefit plans, programs, arrangements, contracts or schemes, written or oral, statutory or contractual, with respect to which Seller the Company or any ERISA Affiliate has or has had in the six years preceding the date hereof any obligation or liability or which are or were in the six years preceding the date hereof maintained, contributed to or sponsored by Seller the Company or any ERISA Affiliate for the benefit of any current or former employee, officer or director of Sellerthe Company or any ERISA Affiliate (collectively, the "PLANS"). With respect to each Benefit Plan subject to ERISAPlan, Seller the Company has delivered to Purchaser Buyer a true and complete copy of each such Benefit Plan (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such Benefit Plan, including, without limitation, Plan including a copy of (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, and (iii) the most recently filed IRS Form 5500 5500, 5500-C and 5500-R for each such Benefit Plan, if any, and (iv) the most recent determination letter referred to in Section 3.1.18(d). Except as provided in Sections 8.5(d) and 8.5(e), Seller The Company does not have any express or implied commitment commitment, whether legally enforceable or not, to create, incur liability with respect to or cause to exist any employee benefit plan plan, program, arrangement, contract or scheme or to modify any Benefit Plan, other than as required by Law. (b) Except as disclosed in SCHEDULE 6.1.19(b3.1.18(b), none of the Benefit Plans is a plan that is or has ever been subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. None of the Benefit Plans is (i) a "multiemployer planMULTIEMPLOYER PLAN" as defined in Section 3(37) of ERISA, (ii) a plan or arrangement described under Section 4(b)(5) or 401(a)(1) of ERISA, or (iii) a plan maintained in connection with a trust described in Section 501(c)(9) of the Code. Except as disclosed in SCHEDULE 6.1.193.1.18(b), none of the Plans provides for the payment of separation, severance, termination or similar-type benefits to any person or provides for, or except to the extent required by Law, promises retiree medical or life insurance benefits to any current or former employee, officer or director of the Company. (c) Except as disclosed in SCHEDULE 3.1.18(c), to the knowledge of the Company, each Plan is in compliance in all material respects with, and has always been operated in all material respects in accordance with, its terms and the requirements of all applicable Laws, foreign and domestic and the Company and the ERISA Affiliates have satisfied in all material respects all of their statutory, regulatory and contractual obligations with respect to each such Plan. No legal action, suit or claim is pending or, to the knowledge of the Company, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and no fact or event exists that could reasonably be expected to give rise to any such action, suit or claim. (d) Except as disclosed in SCHEDULE 3.1.18(d), each Plan or trust which is intended to be qualified or exempt from taxation under Section 401(a), 401(k) or 501(a) of the Code has received a favorable determination letter from the IRS that it is so qualified or exempt, and no fact or occurrence has occurred since the date of such determination letter to adversely affect the qualified or exempt status of any Plan or related trust. (e) There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan. Neither the Company nor any ERISA Affiliate has incurred any material liability for any excise Tax arising under the Code and, to the knowledge of the Company, no fact or event exists which could give rise to such liability. Neither the Company nor any ERISA Affiliate has incurred any material liability relating to Title IV of ERISA (other than for the payment of premiums to the Pension Benefit Guaranty Corporation), and no fact or event exists which could give rise to such liability. (f) All material contributions, premiums or payments required to be made with respect to any Plan have been made on or before their due dates. For completed plan years of the Plans all such contributions have been fully deducted for income Tax purposes and no such deduction has been challenged or disallowed by any Government Authorities, and no fact or event exists which, to the knowledge of the Company, could give rise to any such challenge or disallowance. (g) There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any ERISA Affiliate relating to, or change in employee participation or coverage under, any Plan that would increase materially the expense of maintaining such Plan above the level of the expense incurred in respect thereto for the most recent fiscal year ended prior to the date hereof. (h) Except as disclosed in SCHEDULE 3.1.18(h) or in this Agreement or the Ancillary Agreements, no employee or former employee of the Company or any ERISA Affiliate thereof will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated hereby. (i) With respect to any Plan benefitting any current or former employee of the Company or any ERISA Affiliate that is subject to Section 4980B of the Code or was subject to Section 162(k) of the Code, the Company and each ERISA Affiliate have complied with (i) the continuation coverage requirements of Section 4980B of the Code and Section 162(k) of the Code as applicable, and Part 6 of Subtitle B of Title I of ERISA and (ii) the Health Insurance Portability and Accountability Act of 1996, as amended.

Plans and Material Documents. (a) SCHEDULE 6.1.19(a) 3.17.1 Schedule 3.17.1 sets forth a list of all Benefit Plans material employee benefit plans (as defined in Section 3(3) of ERISA), and all other written (or if not in writing, a written summary of all material plan terms) and material compensation or benefit plans, programs, or Contracts, whether or not Tax-qualified and whether or not subject to ERISA, with respect to which Seller the Company has or has had in the six years preceding the date hereof any obligation or liability to contribute or which that are or were in the six years preceding the date hereof maintained, contributed to to, or sponsored by Seller the Company for the benefit of any current or former employee, officer officer, or director of Sellerthe Company (collectively, the “Plans”) during the two-year period immediately preceding the Agreement Date. With respect to each Benefit Plan subject to ERISA, Seller The Company has delivered to the Purchaser a true and complete copy of each such Benefit Plan (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such Benefit Plan, including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, and (iii) the most recently filed IRS Form 5500 for each such Benefit Plan, if any. Except as provided in Sections 8.5(d) and 8.5(e), Seller does not have any express or implied commitment to create, incur liability with respect to or cause to exist any employee benefit plan or to modify any Benefit Plan, other than as required by Law. (b) Except as disclosed in SCHEDULE 6.1.19(b), none 3.17.2 None of the Benefit Plans (a) is a plan that is or has ever been subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. None of the Benefit Plans , (b) is (i) a "“multiemployer plan" ” as defined in Section 3(37) of ERISA, (iic) a plan or arrangement described under Section 4(b)(5) or 401(a)(1) of ERISA, or (iii) is a plan maintained in connection with a trust described in Section 501(c)(9) of the Code, or (d) provides for or promises retiree medical or life insurance benefits to any current or former employee, officer, director, Seller, as applicable, of the Company, or any ERISA Affiliate of the Company, except to the extent required by Law. Except Each of the Plans is subject only to the federal or applicable state Laws of the United States or a political subdivision thereof. 3.17.3 Each Plan is in compliance in all material respects with, and has for all relevant periods been operated in all material respects in accordance with, its terms and the requirements of all applicable Laws. No action, suit, claim, or proceeding is pending or, to the Company’s Knowledge, threatened with respect to any Plan (other than routine claims for benefits in the Ordinary Course), and no fact or event exists that could reasonably give rise to any such action, suit, or claim (other than routine claims for benefits in the Ordinary Course). 3.17.4 Each Plan that is intended to be qualified or exempt from taxation under Sections 401(a), 401(k), or 501(a) of the Code is so qualified and has either received a favorable determination, advisory, or opinion letter from the IRS that it is so qualified or exempt or is established on a pre-approved form of plan document that has received a favorable review or opinion letter from the IRS that such form of plan document is so qualified or exempt. 3.17.5 Neither the Company nor any ERISA Affiliate of the Company, has incurred or reasonably expects to incur any material liability relating to Title I or Title IV of ERISA (other than for the payment of premiums to the Pension Benefit Guaranty Corporation). 3.17.6 All contributions, premiums, or payments required to be made with respect to each Plan have been made on or before their due dates (including any extensions) and within the applicable time required by the Plan and applicable Law except as disclosed would not have a Material Adverse Effect. All such contributions have, where applicable, been fully deducted for income Tax purposes and, no such deduction has been challenged or disallowed by any Governmental Authority. 3.17.7 There has been no amendment to, interpretation of, or announcement by the Company or any ERISA Affiliate of the Company relating to, or change in SCHEDULE 6.1.19employee participation or coverage under, any Plan, individually or in the aggregate, that would materially increase the expense of maintaining such Plan above the level of the expense incurred with respect thereto for the most recent fiscal year ended prior to the date of this Agreement. Each Plan can be amended, terminated, or otherwise discontinued after the Closing in accordance with its terms, without liability to the Purchaser, the Company or any ERISA Affiliate of the Company (other than administration expenses in the Ordinary Course or with respect to benefits previously earned, vested, or accrued thereunder). 3.17.8 No employee or former employee of the Company is, or will become, entitled to any bonus, retirement, severance, job security, or similar or enhanced benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated by this Agreement or any of the Ancillary Agreements. The consummation of the transactions contemplated by this Agreement or any of the Ancillary Agreements will not result in any modification to the service credits accrued by any employee or former employee under any of the Plans, assuming that all such Plans remain in effect without modification after the Closing. 3.17.9 The Company is not party to any Contract or arrangement that is a “nonqualified deferred compensation plan” subject to Section 409A of the Code. Each nonqualified deferred compensation plan identified on Schedule 3.17.9, if any, is in compliance with Section 409A of the Code and the United States Treasury Regulations thereunder. The Company does not have any obligation to gross up, indemnify or otherwise reimburse any individual for any excise Taxes, interest or penalties incurred pursuant to Section 409A of the Code. 3.17.10 The Company has no commitment or obligation and has not made any representations to any employee, officer, director, independent contractor or consultant, whether or not legally binding, to adopt, amend, modify or terminate any Plan or any collective bargaining agreement, in connection with the consummation of the transactions contemplated by this Agreement or otherwise.

Plans and Material Documents. (a) SCHEDULE 6.1.19(aSchedule 4.18(a) sets forth a list of all Benefit Plans with respect to which Seller has the Company or any ERISA Affiliate has, could have, or has had in the six years preceding prior to the date hereof any obligation or liability or which are or were in the six years preceding prior to the date hereof maintained, contributed to or sponsored by Seller the Company or any ERISA Affiliate for the benefit of any current or former employee, officer or director manager of Sellerthe Company or any ERISA Affiliate. With respect to each Benefit Plan subject TDC or the Members have delivered or made available to ERISA, Seller has delivered to Purchaser PetroQuest a true and complete copy of each such Benefit Plan (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such Benefit Plan, including, without limitation, Plan including (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, and (iii) the most recently filed IRS Form 5500 for each such Benefit Plan, if any, and (iv) the most recent determination letter referred to in Section 4.18(d). Except as provided in Sections 8.5(d) and 8.5(e), Seller does not have any The Company has no express or implied commitment to create, incur liability with respect to or cause to exist any employee benefit plan Benefit Plan or to modify any Benefit Plan, other than as required by Law. (b) Except as disclosed in SCHEDULE 6.1.19(bSchedule 4.18(b), none of the Benefit Plans is a plan that is or has ever been subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. None of the Benefit Plans is (i) a "multiemployer “multi-employer plan" ” as defined in Section 3(37) of ERISAERISA and neither TDC nor any ERISA Affiliate has or could have any liability with respect to a “multi-employer plan” including, (ii) a plan or arrangement described but not limited to, withdrawal liability under Section 4(b)(5) or 401(a)(1) Title IV of ERISA, or (iii) a plan maintained in connection with a trust described in Section 501(c)(9) of the Code. Except as disclosed in SCHEDULE 6.1.19Schedule 4.18(b), none of the Benefit Plans provides for the payment of separation, severance, termination or similar-type benefits to any person or provides for or, except to the extent required by Law, promises retiree or post-termination of employment medical or life insurance benefits to any current or former employee, officer or manager of the Company or any ERISA Affiliate. (c) Except as disclosed in Schedule 4.18(c), each Benefit Plan is in compliance with, and has been operated in accordance with, its terms and the TDC and ERISA Affiliate have satisfied all of their statutory, regulatory and contractual obligations with respect to each such Benefit Plan. No legal action, suit, governmental inquiry or investigation, or claim is pending or, to the knowledge of TDC or the Members, threatened with respect to any Benefit Plan (other than claims for benefits in the ordinary course) and no fact or event exists that could, individually or in the aggregate, reasonably be expected to give rise to any such action, suit or claim. (d) Except as disclosed in Schedule 4.18(d), each Benefit Plan or trust which is intended to be qualified or exempt from taxation under Section 401(a), 401(k) or 501(a) of the Code has received a favorable determination letter from the IRS that it is so qualified or exempt, and, to the knowledge of TDC or the Members, nothing has occurred since the date of such determination letter that could adversely affect the qualified or exempt status of any Benefit Plan or related trust. (e) There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Benefit Plan. Neither the Company nor any ERISA Affiliate has incurred any liability for any excise tax arising under the Code with respect to a Benefit Plan and, to the knowledge of TDC or the Members, no fact or event exists which could, individually or in the aggregate, reasonably be expected to give rise to such liability. (f) All contributions, premiums or payments required to be made with respect to any Benefit Plan have been made on or before their due dates. For completed plan years of such Benefit Plans, all such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Authority, and, to the knowledge of TDC or the Members, no fact or event exists which could give rise to any such challenge or disallowance. (g) There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company relating to, or change in employee participation or coverage under, any Benefit Plan that would increase materially the expense of maintaining such Benefit Plan above the level of the expense incurred in respect thereto for the most recent fiscal year ended prior to the date hereof. (h) Except as disclosed in Schedule 4.18(h), no employee or former employee of the Company will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated by this Agreement. (i) Except as disclosed in Schedule 4.18(i), each Benefit Plan may be terminated without any liability to the Company. (j) No employee of the Company is a leased employee or is subject to a staffing agreement between the Company and a staffing agency.

Plans and Material Documents. (a) SCHEDULE 6.1.19(a) Schedule 4.1.20 sets forth a list of all Benefit Plans employee benefit plans (as defined in Section 3(3) of ERISA), and all other employee benefit plans, programs, arrangements, contracts or schemes, written or oral, statutory or contractual, with respect to which Seller the Company or any ERISA Affiliate has or has had in the six years preceding the date hereof any obligation or liability or which are or were in the six years preceding the date hereof maintained, contributed to or sponsored by Seller the Company or any ERISA Affiliate for the benefit of any current or former employee, officer or director of Sellerthe Company or any ERISA Affiliate (collectively, the "Plans"). With respect to each Benefit Plan employee pension benefit plan subject to ERISA, Seller the Company has delivered to Purchaser Buyer a true and complete copy of each such Benefit Plan (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such Benefit Plan, Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, and (iii) the most recently filed IRS Form 5500 for each such Benefit Plan, if any. Except as provided in Sections 8.5(d) and 8.5(e), Seller does not have any The Company has no express or implied commitment commitment, whether legally enforceable or not, to create, incur liability with respect to or cause to exist any employee benefit plan or to modify any Benefit Plan, other than as required by Lawlaw. (b) Except as disclosed in SCHEDULE 6.1.19(b)Schedule 4.1.20, none of the Benefit Plans is a plan that is or has ever been subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. None of the Benefit Plans is (i) a "multiemployer plan" as defined in Section 3(37) of ERISA, (ii) a plan or arrangement described under Section 4(b)(5) or 401(a)(1) of ERISA, or (iii) a plan maintained in connection with a trust described in Section 501(c)(9) of the Code. Except as disclosed in SCHEDULE 6.1.19Schedule 4.1.20, (A) none of the Plans provides for the payment of separation, severance, termination or similar-type benefits to any person, and (B) none of the Plans provides for or promises retiree medical or life insurance benefits to any current or former employee, officer or director of the Company. Except as disclosed in Schedule 4.1.20, each of the Plans is subject only to the laws of the United States or a political subdivision thereof. (c) Except as disclosed in Schedule 4.1.20, each Plan is in compliance in all material respects with, and has always been operated in all material respects in accordance with, its terms and the requirements of all applicable law, foreign and domestic, and the Company and all ERISA Affiliates have satisfied in all material respects all of their statutory, regulatory and contractual obligations with respect to each such Plan. No legal action, suit or claim is pending or, to the knowledge of the Company and any Stockholder, threatened with respect to any Plan (other than claims for benefits in the ordinary course) and no fact or event exists that could give rise to any such action, suit or claim. (d) Except as disclosed in Schedule 4.1.20, each Plan or trust which is intended to be qualified or exempt from taxation under Section 401(a), 401(k) or 501(a) of the Code has received a favorable determination letter from the Internal Revenue Service that it is so qualified or exempt, and no fact or event has occurred since the date of such determination letter to adversely affect the qualified or exempt status of any Plan or trust. (e) There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan. Neither the Company nor any ERISA Affiliate has incurred any material liability for any excise tax arising under Section 4971, 4972, 4975, 4980 or 4980B of the Code and no fact or event exists which could give rise to such liability. Neither the Company nor any ERISA Affiliate has incurred any material liability relating to Title IV of ERISA (other than for the payment of premiums to the Pension Benefit Guaranty Corporation), and no fact or event exists which could give rise to such liability. (f) All material contributions, premiums or payments required to be made with respect to any Plan have been made on or before their due dates. All such contributions have been fully deducted for income tax purposes and no such deduction has been challenged or disallowed by any Governmental Authorities, and no fact or event exists which could give rise to any such challenge or disallowance. (g) There has been no amendment to, written interpretation of or announcement (whether or not written) by the Company or any ERISA Affiliate thereof relating to, or change in employee participation or coverage under, any Plan that would increase materially the expense of maintaining such Plan above the level of the expense incurred in respect thereto for the most recent fiscal year ended prior to the date hereof. (h) Except as disclosed in Schedule 4.1.20 or in this Agreement or the Ancillary Agreements, no employee or former employee of the Company or any ERISA Affiliate thereof will become entitled to any bonus, retirement, severance, job security or similar benefit or enhanced such benefit (including acceleration of vesting or exercise of an incentive award) as a result of the transactions contemplated hereby. (i) Except as disclosed in Schedule 4.1.20, no current or former employee of the Company or any ERISA Affiliate thereof holds any option to purchase shares of the Company. (j) None of the Plans promises or provides retiree health or life insurance benefits.

Plans and Material Documents. (a) SCHEDULE 6.1.19(a3.1.19(a) sets forth a list of all Benefit Plans employee benefit plans (as defined in Section 3(3) of ERISA), and all other employee benefit plans, programs, arrangements, contracts or schemes, written or oral, statutory or contractual, with respect to which Seller the Company, a Subsidiary or any ERISA Affiliate has or has had in the six years preceding the date hereof any obligation or liability or which are or were in the six years preceding the date hereof maintained, contributed to or sponsored by Seller the Company or any ERISA Affiliate for the benefit of any current or former employee, officer or director of Sellerthe Company or any ERISA Affiliate (collectively, the "PLANS"). With respect to each Benefit Plan employee pension benefit plan subject to ERISA, Seller the Company has delivered to Purchaser Parent a true and complete copy of each such Benefit Plan (including all amendments thereto) and a true and complete copy of each material document (including all amendments thereto) prepared in connection with each such Benefit Plan, Plan including, without limitation, (i) a copy of each trust or other funding arrangement, (ii) each summary plan description and summary of material modifications, and (iii) the most recently filed IRS Form 5500 for each such Benefit Plan, if any. Except as provided in Sections 8.5(d) and 8.5(e), Seller does not have any The Company has no express or implied commitment commitment, whether legally enforceable or not, to create, incur liability with respect to or cause to exist any employee benefit plan or to modify any Benefit Plan, other than as required by Lawlaw. (b) Except as disclosed in SCHEDULE 6.1.19(b3.1.19(b), none of the Benefit Plans is a plan that is or has ever been subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. None of the Benefit Plans is (i) a "multiemployer plan" as defined in Section 3(37) of ERISA, (ii) a plan or arrangement described under Section 4(b)(5) or 401(a)(1) of ERISA, or (iii) a plan maintained in connection with a trust described in Section 501(c)(9) of the Code. Except as disclosed in SCHEDULE 6.1.193.1.19(b), (A) none of the Plans provides for the payment of separation, severance, termination or similar-type benefits to any person, and (B) none of the Plans provides for or promises retiree medical or life insurance benefits to any current or former employee, officer or director of the Company. Except as disclosed in SCHEDULE 3.1.19(b), each of the Plans is subject only to the laws of the United States or a political subdivision thereof. (c) Except as disclosed in SCHEDULE 3.1.19