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 and its ERISA Affiliates are listed on Schedule 2.14(a). Copies of all such Plans and written descriptions of any oral Plans have been made available to Purchaser, along with annual reports (Forms 5500) required for any Plan for the last three (3) years. To the extent applicable, each Plan has been maintained and administered in accordance with its terms and all applicable Laws, including but not limited to the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”) and the Internal Revenue Code. Any Plan intended to be qualified under Section 401(a) of the Internal Revenue Code or tax-exempt under Section 501(a) of the Internal Revenue Code is so qualified or tax-exempt and is subject to a current opinion or determination letter from the Internal Revenue Service regarding such qualification or tax exemption, which has been made available to Purchaser. No Plan is covered by Title IV of ERISA or Section 412 of the Internal Revenue Code. Neither the Company nor any of its ERISA Affiliates has been a contributing employer to any multiemployer plan as defined under Section 4001 of ERISA. Neither the Company nor any officer or director of the Company has incurred any Liability or penalty under Section 4971 through 4980E of the Internal Revenue Code or Title 1 of ERISA. No ERISA Affiliate or officer of any ERISA Affiliate has incurred any such liability or penalty. 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, Sections 601 to 608 of ERISA and Section 4980B of the Internal Revenue Code. No Action or Proceeding (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought, or to the knowledge of Seller and/or the Company, 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 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 Schedule 2.14(a), neither the Company nor any of its ERISA Affiliates is under a legal or con...
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. (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) Section 2.14(a) of the Target Disclosure Schedule lists each Plan. With respect to each Plan, Target has delivered or made available to Acquiror a true, complete and correct copy of (i) such Plan (or, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Plan, (ii) each trust agreement or other funding arrangement relating to such Plan, if any, (iii) the most recent annual report (Form 5500) filed with the IRS) with respect to such Plan (and, if the most recent annual report is a Form 5500-R, the most recent Form 5500-C filed with respect to such Plan), if such report is required with respect to such Plan, (iv) the most recent actuarial report or financial statement relating to such Plan, if such report or statement is required with respect to such Plan and (v) the most recent determination letter, if any, issued by the IRS with respect to such Plan and any pending request for such a determination letter. Neither Target nor, to Target's knowledge, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Internal Revenue Code.
(b) Each Plan has been administered in all material respects in accordance with its terms and all applicable laws, including ERISA and the Internal Revenue Code, and contributions required to be made under the terms of any of the Plans as of the date of this Agreement have been timely made or, if not yet due, have been properly reflected on the Target Financial Statements to the extent required. With respect to the Plans, no event has occurred and there exists no condition or set of circumstances in connection with which Target could be subject to any material liability (other than for routine benefit liabilities) under the terms of, or with respect to, such Plans under ERISA, the Internal Revenue Code or any other applicable Law.
(c) Target hereby represents that: (i) each Plan which is intended to qualify under Section 401(a), 401(k), 401(m) or 4975(e)
Plans; ERISA. (a) All Plans to which Acquiror or any Subsidiary makes contributions or which any of them sponsors for the benefit of its employees (“Acquiror Plans”) have been documented and operated in all material respects in accordance with the provisions of ERISA, the Code and other applicable Law and the rules and regulations promulgated thereunder to the extent that ERISA, the Code and other applicable Law and such rules and regulations apply.
(b) All Employee Plans contributed to by Acquiror or any ERISA Affiliate thereof that is intended to be qualified under Section 401 of the Code have filed for or received a favorable determination letter or relies on an opinion letter with respect to such qualified status from the IRS. The determination letter, if applicable, for each such Employee Plan remains in effect, and nothing has occurred since the issuance of such letter that could reasonably be expected to adversely affect the effectiveness of such letter.
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. An event or condition specified in Section 7.16 or 9.15 hereof shall occur or exist with respect to any Plan and, as a result of such event or condition, together with all other such events or conditions, any Loan Party, any Subsidiary or any member of the Controlled Group shall incur, or in the opinion of Administrative Agent be reasonably likely to incur, a liability to a Plan and/or the PBGC, the Department of Labor or the Internal Revenue Service, which, in the reasonable judgment of Administrative Agent, would have a Material Adverse Effect (or total any specified dollar amount set forth in such Sections); or the occurrence of any Termination Event, or any Loan Party’s failure to report a Termination Event in accordance with Section 9.15 hereof; 10.16 Anti-Money Laundering/International Trade Law Compliance.
