Plans; ERISA. (a) Section 2.13 of the Sellers Disclosure Schedule identifies each Plan sponsored or maintained by Company or any of its ERISA Affiliates or to which Company or any of its ERISA Affiliates contributes.
(b) Except as set forth in Section 2.13 of the Sellers Disclosure Schedule with respect to each Plan required to be listed in Section 2.13 of the Sellers Disclosure Schedule: (i) each Plan has been administered in material compliance with its terms and is in material compliance with the applicable provisions of ERISA (including, without limitation, the prohibited transaction provisions thereof), the Internal Revenue Code and other applicable Laws; (ii) there are no inquiries or proceedings pending or, to the knowledge of Sellers, threatened by the IRS, the U.S. Department of Labor, the PBGC, or any participant or beneficiary with respect to the Plans; (iii) each Pension Plan which is intended to be a qualified plan within the meaning of Section 401(a) of the Internal Revenue Code has received a favorable determination from the IRS as to its qualified status or is within the remedial amendment period (as defined in Section 401(b) of the Internal Revenue Code taking into account any pronouncements of the IRS relating to such period) for making any required changes; (iv) each Plan may, without liability, be amended, terminated or otherwise discontinued, except as specifically provided by federal law, (v) no Plan provides medical benefits to any Person who is not a current employee of Company (other than dependents of current employees) or any of its ERISA Affiliates and neither Company nor any of its ERISA Affiliates is contractually or otherwise obligated to provide any Person who is not a current employee of Company (other than dependents of current employees) with medical benefits, other than continuation coverage as required under section 4980B of the Internal Revenue Code and Part 6 of Subtitle B of Title I of ERISA (“COBRA”) or other applicable law; (vi) Company has made or provided for all contributions required under the terms of such Plans and any applicable Laws for all periods through the Closing Date; (vii) there have been no “prohibited transactions” (as described in Section 4975 of the Internal Revenue Code or in Part 4 of Subtitle B of Title I of ERISA) involving any Plan; (viii) there has been no material violation of the “continuation coverage requirements” of COBRA with respect to any Welfare Plan to which such continuation coverage requireme...
Plans; ERISA. (a) All of the Plans of the Company are listed on Section 2.14(a) of the Company Disclosure Schedule. Copies of all such Plans have been made available to the Purchaser. To the extent applicable, the Plans comply with the requirements of the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”) and the Internal Revenue Code, and except as disclosed on Section 2.14(a) of the Company Disclosure Schedule, no Plan is intended to be qualified under Section 401(a) of the Internal Revenue Code or Section 501(a) of the Internal Revenue Code. No Plan is covered by Title IV of ERISA or Section 412 of the Internal Revenue Code. The Company has not been a contributing employer to any multiemployer plan as defined under Section 4001 of ERISA. Neither the Company nor any officer or director has incurred any Liability or penalty under Section 4971 through 4980E of the Code or Title 1 of ERISA. None of the Plans promises or provides retiree medical or other retiree welfare benefits to any person except as required by applicable Law, including but not limited to, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Each Plan has been maintained and administered in all respects in compliance with its terms and with the requirements prescribed by any and all Laws, including but not limited to ERISA and the Internal Revenue Code, which are applicable to such Plans. Except as disclosed on Section 2.14(a) of the Company Disclosure Schedule, no Action or Proceeding (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought is threatened, against or with respect to any such Plan. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been made or accrued. All material reports, returns, forms and notices required to be filed with any Government or Regulatory Authority or furnished to participants or beneficiaries with respect to the Plans by the Internal Revenue Code, ERISA or any other applicable Law, have been so filed and furnished. Except as disclosed on Section 2.14(a) of the Company Disclosure Schedule, the Company is not under a legal or contractual obligation to continue any of the Plans and may terminate any or all of the Plans at any time in accordance with the terms of the Plans and applicable Law without incurring any Liability.
(b) Neither the execution and delivery of this Agr...
Plans; ERISA. 25 2.15 Real Property..........................................................28
Plans; ERISA. 29 5.21 INSURANCE, SURETY BONDS, DAMAGES.................................31 5.22 ENVIRONMENTAL LAWS...............................................32 5.23
Plans; ERISA. 17 (a) Existence of Plans..................................................17 (b) Penalties...........................................................18 (c) Qualification.......................................................18 (d) Litigation..........................................................19
Plans; ERISA of the Company Disclosure Schedule ------------------------------------------------------------- identifies each Plan sponsored or maintained by the Company or any of its ERISA Affiliates or to which the Company or any of its ERISA Affiliates contributes.
Plans; ERISA. 21 (a) Existence of Plans..............................................21 (b) Present Value of Benefits.......................................22 (c) Penalties; Reportable Events....................................22 (d) Deficiencies; Qualification.....................................22
Plans; ERISA. (a) The U.S. Employee Retirement Income Securities Act of 1974 as amended, and the rules and the regulations promulgated thereunder does not apply to the Company.
(b) The Company has no employee in Singapore under 2.14(b). The PRC Labor Laws are attached to this agreement and the Subsidiaries are in compliance with such Labor Laws.
(c) During the three (3)-year period prior to the date hereof, other than statutory social insurance plans operated under the Laws of the PRC or any statutory employee benefits under the Laws of the PRC, none of the Subsidiaries provides or is obligated to provide any retirement, social insurance, life insurance, medical, dental or other welfare benefits provided on ill-health, injury, death disability or on termination of employment (whether voluntary or involuntary) to any current or former employees, officers, consultants, independent contractors or agents of the Subsidiaries. Except as otherwise disclosed in Schedule 2.14(c), none of the Subsidiaries is a party to or is bound by any currently effective deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement, vacation, hospitalization, medical or other plan, policy, trust or arrangement or other employee compensation agreement (other than those statutorily required under the laws of the PRC). Each of the Subsidiaries has complied with all applicable Laws relating to any of the Plans, all such contributions and payments required to be made by any employees of the Subsidiaries with respect to the employee benefits have been fully deducted and paid to the relevant Governmental Authority, and no such deductions have been challenged or disallowed by any Governmental Authority or any employee of any Subsidiary.
Plans; ERISA. (a) For purposes of this Agreement, the term "Plans" shall mean (i) ----- all "employee benefit plans" (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of which ----- any of the Company or any member of the same controlled group of businesses as the Company within the meaning of Section 4001(a)(14) of ERISA (an "ERISA ----- Affiliate") is or ever was a sponsor or participating employer or as to which --------- the Company or any of its ERISA Affiliates makes contributions or is or has been required to make contributions, and (ii) any similar employment, severance or other arrangement or policy of any of the Company or any of its ERISA Affiliates (whether written or oral) providing for health, life, vision or dental insurance coverage (including self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits or retirement benefits, fringe benefits, or for profit sharing, deferred compensation, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits. Except as disclosed on Section 2.13 of the Disclosure Letter, (i) neither the Company nor any of its ERISA Affiliates maintains or sponsors (or ever maintained or sponsored), or makes or is required to make contributions to, any Plans, (ii) none of the Plans is or was a "multi-employer plan", as defined in Section 3(37) of ERISA, (iii) none of the Plans is or was a "defined benefit pension plan" within the meaning of Section 3(35) of ERISA, (iv) none of the Plans provides or provided post-retirement medical or health benefits, other than as required under applicable Laws, (v) none of the Plans is or was a "welfare benefit fund," as defined in Section 419(e) of the Code, or an organization described in Sections 501(c)(9) or 501(c)(20) of the Code, (vi) neither the Company nor any of its ERISA Affiliates is or was a party to any collective bargaining agreement and (vii) neither the Company nor any of its ERISA Affiliates has announced or otherwise made any commitment to create or amend any Plan (other than as required to comply with applicable Laws or to maintain the qualified status of a Plan under Section 401(a) of the Code). Notwithstanding any statement or indication in this Agreement to the contrary, there are no Plans (a) as to which the Parent will be required to make any contributions or with re...
Plans; ERISA. 94 10.16 Anti-Money Laundering/International Trade Law Compliance ............................... 94 XI. LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT ............................................ 94 11.1
