Common use of Plans and Material Documents Clause in Contracts

Plans and Material Documents. Section 3.18(a) of the Disclosure Schedules 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, pension or severance plans and other welfare and benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to which MS or any MS Subsidiary is a party, with respect to which MS or any MS Subsidiary has any obligation or which are maintained, contributed to or sponsored by MS or any MS Subsidiary for the benefit of any current or former employee, officer or director of MS or any MS Subsidiary, and (ii) any contracts, arrangements or understandings between the Seller or any of its Affiliates and any employee of MS or of any MS Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to a sale or merger of MS (collectively, the "Plans"). Each Plan is in writing and MS has furnished the Sellers 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, (A) a copy of each trust or other funding arrangement, (B) each summary plan description and summary of material modifications, (C) the most recently filed Internal Revenue Service ("IRS") Form 5500, (D) the most recently received IRS determination letter for each such Plan, and (E) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as may be required pursuant to any collective bargaining agreement, neither MS nor any MS Subsidiary has any express or implied commitment, whether legally enforceable or not, (i) to create 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 Law. Each of the following representations regarding the Plans is true, other than as disclosed in Section 3.18 of the Disclosures Schedules attached hereto.

Plans and Material Documents. Section 3.18(a3.23(a) of the Disclosure Schedules 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, pension severance or severance plans and other welfare and benefit plans, programs or arrangements, and all employmentemployment (other than the Employment Agreements), termination, severance or other contracts or agreements, whether legally enforceable or not, to which MS the Company or any MS Subsidiary the Seller is a party, with respect to which MS the Company or any MS Subsidiary the Seller has any obligation or which are maintained, contributed to or sponsored by MS the Company or any MS Subsidiary the Seller, in each case for the benefit of any current or former employee, officer or director of MS the Company, (ii) each employee benefit plan for which the Company could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any MS Subsidiaryplan in respect of which the Company could incur liability under Section 4212(c) of ERISA, and (iiiv) any contracts, arrangements or understandings between the Seller or any of its Affiliates and any employee of MS or of any MS Subsidiarythe Company, including, without limitation, any contracts, arrangements or understandings relating to a the sale or merger of MS the Company (collectively, the "Plans"). Each Plan is in writing and MS The Seller has furnished to the Sellers with Purchaser a complete and accurate copy of each written Plan (and a description of each oral Plan) Plan and a complete and accurate copy of each material document prepared in connection with each such Plan Plan, including, without limitation, (A) if applicable and existing, a copy of (i) each trust or other funding arrangement, (Bii) each summary plan description and summary of material modifications, (Ciii) the most recently filed Internal Revenue Service ("IRS") IRS Form 5500, (Div) the most recently received IRS determination letter for each such Plan, and (Ev) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as may be required pursuant 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 the Seller is a party, with respect to which the Company or the Seller has any collective bargaining agreementobligation or which are maintained, neither MS nor contributed to or sponsored by the Company or the Seller, in each case for the benefit of any MS Subsidiary has current or former employee, officer or director of the Company. The Company does not have any express or implied commitment, whether legally enforceable or not, to (i) create, incur liability with respect to create 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 individual, or (iii) to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by Law. Each of ERISA or the following representations regarding the Plans is true, other than as disclosed in Section 3.18 of the Disclosures Schedules attached heretoCode.

Plans and Material Documents. Section 3.18(a3.22(a) of the Disclosure Schedules 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, pension severance or severance plans and other welfare and benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to which MS or any MS Subsidiary the Company is a party, with respect to which MS or any MS Subsidiary the Company has any obligation or which are maintained, contributed to or sponsored by MS or any MS Subsidiary the Company for the benefit of any current or former employee, officer or director of MS the Company (other than offer of employment letters relating to employment at-will relationships), (ii) each employee benefit plan for which the Company could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated, (iii) any MS Subsidiary, plan in respect of which the Company could incur liability under Section 4212(c) of ERISA and (iiiv) any contracts, arrangements or understandings (other than offer of employment letters relating to employment-at-will relationships) between the any Seller or any of its Affiliates and any employee of MS or of any MS Subsidiarythe Company, including, without limitation, any contracts, arrangements or understandings relating to a the sale or merger of MS the Company (collectively, the "Plans"). Each Except as set forth in Section 3.22(a) of the Disclosure Schedule, each Plan is in writing and MS has the Sellers have furnished the Sellers 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, (Ai) a copy of each trust or other funding arrangement, (Bii) each summary plan description and summary of material modifications, (Ciii) the most recently filed Internal Revenue Service ("IRS") IRS Form 5500, (Div) the most recently received IRS determination letter for each such Plan, and (Ev) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as may be required pursuant disclosed on Section 3.22(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 is a party, with respect to which the Company has any collective bargaining agreementobligation or which are maintained, neither MS nor contributed to or sponsored by the Company for the benefit of any MS Subsidiary has current or former employee, officer or director of the Company. The Company does not have any express or implied commitment, whether legally enforceable or not, (i) to create 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 Law. Each of ERISA or the following representations regarding the Plans is true, other than as disclosed in Section 3.18 of the Disclosures Schedules attached heretoCode.

Plans and Material Documents. Section 3.18(a) of the Disclosure Schedules Schedule 3.24 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, pension severance or severance plans and other welfare and benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, agreements to which MS or any MS Subsidiary Seller is a party, with respect to which MS or any MS Subsidiary Seller has any obligation or which are maintained, contributed to or sponsored by MS or any MS Subsidiary Seller for the benefit of any current or former employee, officer or director of MS such member (excluding any confidentiality or restrictive covenant agreement entered into by any MS Subsidiary, current or former employee for the benefit of any Seller) and (ii) each employee benefit plan for which any contracts, arrangements Seller could incur liability under Section 4069 of ERISA in the event such plan has been or understandings between the Seller or any of its Affiliates and any employee of MS or of any MS Subsidiary, including, without limitation, any contracts, arrangements or understandings relating were to a sale or merger of MS be terminated (collectively, the "PlansPLANS"). Each Except as set forth in Schedule 3.24, each Plan is in writing and MS has the Stockholders have furnished the Sellers Purchaser with a complete and accurate copy of each written Plan and a complete and accurate copy of each material document prepared in connection with each such Plan Plan, including, where applicable, without limitation, (Ai) a copy of each current trust or other funding arrangement, (Bii) each current summary plan description and summary of material modifications, (Ciii) the most recently filed Internal Revenue Service ("IRS") Form 5500, (Div) the most recently received IRS determination letter for each such Plan, and (Ev) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as may be required pursuant to any collective bargaining agreementdisclosed on Schedule 3.24, neither MS nor any MS Subsidiary has any express there are no other employee benefit plans, programs, arrangements or implied commitmentagreements, whether legally enforceable formal or informal, whether in writing or not, (i) to create which any other employee benefit planSeller is a party, 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 modificationwhich any Seller has any obligation or which are maintained, change contributed to or termination required sponsored by Law. Each any Seller for the benefit of the following representations regarding the Plans is trueany current or former employee, other than as disclosed in Section 3.18 officer or director of the Disclosures Schedules attached heretosuch Seller.

Plans and Material Documents. Section 3.18(a3.23(a) of the Disclosure Schedules 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, pension severance or severance plans and other welfare and benefit plans, programs or arrangements, and all employment, termination, severance or other contracts or agreements, whether legally enforceable or not, to which MS the Company or any MS Subsidiary is a party, with respect to which MS the Company or any MS Subsidiary has any obligation or which are maintained, contributed to or sponsored by MS the Company or any MS Subsidiary for the benefit of any current or former employee, officer or director of MS the Company or any MS Subsidiary, and (ii) any contracts, arrangements or understandings between each employee benefit plan for which the Seller Company or any Subsidiary could incur liability under Sections 4069, 201 or 4212 of its Affiliates and any employee of MS or of any MS Subsidiary, including, without limitation, any contracts, arrangements or understandings relating to a sale or merger of MS ERISA (collectively, the "Plans"). Each Plan is in writing and MS has furnished the Sellers with have furnished to the Purchaser 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 Plan, including, without limitation, (A) a copy of (i) each trust or other funding arrangement, (Bii) each summary plan description and summary of material modifications, (Ciii) the most recently filed Internal Revenue Service ("IRS") IRS Form 5500, (Div) the most recently received IRS determination letter for each such Plan, and (Ev) the most recently prepared actuarial report and financial statement in connection with each such Plan. Except as may be required pursuant set forth in Section 3.23(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 collective bargaining agreementSubsidiary is a party, neither MS nor with respect to which the Company or any MS Subsidiary has any express obligation or implied commitmentwhich are maintained, whether legally enforceable contributed to or notsponsored by the Company or any Subsidiary for the benefit of any current or former employee, (i) to create any other employee benefit plan, program officer 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 Law. Each director of the following representations regarding the Plans is true, other than as disclosed in Section 3.18 of the Disclosures Schedules attached heretoCompany or any Subsidiary.