Common use of Seller Employee Benefit Plans Clause in Contracts

Seller Employee Benefit Plans. (a) Section 4.08(a) of the Seller Disclosure Schedule contains a true and complete list, as of the date of this Agreement, of each material Seller Benefit Plan, with identification of each Seller Benefit Plan that is an Assumed Benefit Plan. With respect to each material Seller Benefit Plan, Seller has made available to Purchaser, to the extent applicable, complete and correct copies, as the date hereof, of (i) the most recent summary plan description (including any material modification) for which a summary plan description is required by applicable Law, (ii) any material written communication to or from any Governmental Authority, and (iii) with respect to each Seller Benefit Plan that is an Assumed Benefit Plan, (A) the most recently filed IRS Form 5500, (B) the most recent actuarial report, financial statement and trustee report, and (C) the most recent determination or opinion letter from the IRS. (b) Except as set forth in Section 4.08(b) of the Seller Disclosure Schedule: (i) each Seller Benefit Plan has been maintained, operated and administered in compliance with all applicable Laws and in accordance with its terms, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business; (ii) each Seller Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code has received or is the subject of a currently applicable favorable determination letter, opinion letter or advisory letter from the IRS, stating that its related trust is exempt from taxation under Section 501(a) of the Code, and, to Seller’s Knowledge, no event or circumstance exists that has adversely affected or would be reasonably be expected to adversely affect the qualified status of any such Seller Benefit Plan; (iii) neither Seller nor any Subsidiary has any liabilities for any Taxes or other penalties (whether or not assessed) under Section 4980B, 4980D or 4980H of the Code or any other provision of the Patient Protection and Affordable Care Act of 2010 with respect to any Seller Benefit Plan, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business; (iv) there is no audit or investigation pending (other than routine qualification or registration determination filings) with respect to any Seller Benefit Plan before any Governmental Authority and, to Seller’s Knowledge, no such audit or investigation has been threatened or is anticipated, in each case, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business; (v) other than routine claims for benefits received in the Ordinary Course of Business, there are no Actions pending or, to Seller’s Knowledge, threatened with respect to any Seller Benefit Plan, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business; (vi) no Seller Benefit Plan is a Benefit Plan that is subject to Title IV of ERISA, Part 3 of Subtitle B of Title I of ERISA, or Section 412 or 430 of the Code or otherwise a defined benefit pension plan (including any multiemployer plan (as defined in Section 3(37) of ERISA)) and neither Seller nor any ERISA Affiliate has now or within the six (6)-year period immediately prior to the date hereof contributed to, sponsored or maintained a “multiemployer plan” (as defined in Section 3(37) of ERISA); (vii) neither Seller nor any of its Subsidiaries nor any of their respective directors, officers, employees or agents has engaged in or been a party to any non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Seller Benefit Plan, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business; (viii) all contributions (including all employer contributions and employee salary reduction contributions) or premium payments required to have been made to or in respect of any Seller Benefit Plan under the terms of such Seller Benefit Plan or in accordance with Law, as of the date hereof, have been timely made or reflected on the applicable financial statements, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business; (ix) neither Seller nor any Subsidiary has any obligation to provide or make available postemployment benefits under any Seller Benefit Plan that is a “welfare plan” (as defined in Section 3(1) of ERISA), except as may be required under COBRA or similar Law, and at the sole expense of such individual; (x) no Seller Benefit Plan is governed by the laws of any jurisdiction other than the United States or provides compensation or benefits to any Employee, former employee of the Business or current or former individual consultant of the Business (or any dependent of any of the foregoing) who at any point primarily provided services to Seller or its Subsidiaries outside of the United States; (xi) neither Seller nor any Subsidiary has any obligation to gross-up, reimburse or indemnify any Employee, former employee of the Business or current or former individual consultant of the Business with respect to any Tax or related interest or penalties incurred with respect to Section 409A or 4999 of the Code; and (xii) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in combination with another event) could (A) result in any payment (including severance, change in control or otherwise) becoming due to any Employee, former employee of the Business or current or former individual consultant of the Business under any Seller Benefit Plan, (B) increase the amount or value of any compensation or benefits otherwise payable under any Seller Benefit Plan to any Employee, former employee of the Business or current or former individual consultant of the Business or trigger an obligation to fund benefits (through a grantor trust or otherwise),

Seller Employee Benefit Plans. (a) All "employee benefit plans," as defined in Section 4.08(a3(3) of the Seller Disclosure Schedule contains a true and complete listEmployee Retirement Income Security Act of 1974, as amended ("ERISA"), of the date Sellers relating to employees involved in the conduct of the Business or any trade or business conducting the Business under common control with the Sellers (an "ERISA Affiliate"), within the meaning of Section 414 of the Code and all material bonus, stock option, stock purchase, stock appreciation right, incentive, deferred compensation, supplemental retirement, severance and other similar material fringe or employee benefit plans, programs, policies or arrangements, any material employment, consulting or executive compensation agreements for the benefit of, or relating to, any employee, former employee or retiree of the Business, and written descriptions or any material oral arrangements or agreements with respect to the foregoing, currently maintained or maintained within the last three years by Parent, the Sellers or any ERISA Affiliate or under which Parent, the Sellers or any ERISA Affiliate has any liability in respect or current or former employees involved in the conduct of the Businesses are collectively, for purposes of this AgreementSection, of each material Seller referred to as the "Benefit Plans." All Benefit Plans are described on SCHEDULE 3.15. (b) With respect to any Benefit Plan, except as set forth on SCHEDULE 3.15, (a) such Benefit Plan has been maintained in material compliance with identification ERISA, the Code, the terms of each Seller such Benefit Plan and other applicable Laws, Regulations, Rulings, and other guidance issued by the Internal Revenue Service, Department of Labor and Pension Benefit Guaranty Corporation, (b) a favorable determination letter has been obtained from the IRS, and a copy thereof delivered to the Purchaser, for any such Benefit Plan that is an Assumed Benefit Plan. With respect to each material Seller Benefit Plan, Seller has made available to Purchaser, to "employee pension benefit plan" within the extent applicable, complete and correct copies, as the date hereof, meaning of (i) the most recent summary plan description (including any material modification) for which a summary plan description is required by applicable Law, (ii) any material written communication to or from any Governmental Authority, and (iii) with respect to each Seller Benefit Plan that is an Assumed Benefit Plan, (A) the most recently filed IRS Form 5500, (B) the most recent actuarial report, financial statement and trustee report, and (C) the most recent determination or opinion letter from the IRS. (b) Except as set forth in Section 4.08(b3(2) of the Seller Disclosure Schedule: (i) each Seller Benefit Plan has been maintained, operated ERISA and administered in compliance with all applicable Laws and in accordance with its terms, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business; (ii) each Seller Benefit Plan that which is intended to be “qualified” qualified within the meaning of Section 401(a) of the Code has received or is the subject of a currently applicable favorable Code, and since such determination letter, opinion letter no event has occurred that would disqualify such Benefit Plan. No event has occurred that will or advisory letter from the IRS, stating that its related trust is exempt from taxation could subject such plan or arrangement to a Tax under Section 501(a) 511 of the Code. Neither Parent, andthe Sellers nor any ERISA Affiliate maintains, has ever maintained or is obligated, or has ever been obligated, to Seller’s Knowledge, no event contribute to any employee benefit plan subject to Title IV of ERISA or circumstance exists that has adversely affected or would be reasonably be expected to adversely affect the qualified status of any such Seller Benefit Plan; (iii) neither Seller nor any Subsidiary has any liabilities for any Taxes or other penalties (whether or not assessed) under Section 4980B, 4980D or 4980H 412 of the Code or any other provision of the Patient Protection and Affordable Care Act of 2010 with respect to any Seller Benefit Plan, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business; (iv) there is no audit or investigation pending (other than routine qualification or registration determination filings) with respect to any Seller Benefit Plan before any Governmental Authority and, to Seller’s Knowledge, no such audit or investigation has been threatened or is anticipated, in each case, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business; (v) other than routine claims for benefits received in the Ordinary Course of Business, there are no Actions pending or, to Seller’s Knowledge, threatened with respect to any Seller Benefit Plan, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business; (vi) no Seller Benefit Plan is a Benefit Plan that is subject to Title IV of ERISA, Part 3 of Subtitle B of Title I of ERISA, or Section 412 or 430 of the Code or otherwise a defined benefit pension plan (including any multiemployer plan (as defined in Section 3(37) of ERISA)) and neither Seller nor any ERISA Affiliate has now or within the six (6)-year period immediately prior to the date hereof contributed to, sponsored or maintained a “multiemployer plan” (as defined in Section 3(37) of ERISA); (vii) neither Seller nor any of its Subsidiaries nor any of their respective directors, officers, employees or agents has engaged in or been a party to any non-exempt prohibited transaction (within the meaning of Section 406 4001 of ERISA or Section 4975 of ERISA). (c) The Sellers have previously delivered to the Code) Purchaser, with respect to any Seller each Benefit Plan, except correct and complete copies of (a) the legal plan document (including, without limitation, all amendments thereto) and any trust agreements related thereto; (b) the most recent annual report (Form 5500 Series); and (c) the most recent summary plan description, as would not reasonably be expected, individually or described in the aggregate, to be material to the Business;Section 102(a)(1) of ERISA. (viiid) all contributions (including all employer contributions and employee salary reduction contributions) or premium payments required to have been made to or in respect of any Seller Benefit Plan under the terms of such Seller Each Benefit Plan or in accordance with Law, as of the date hereof, have been timely made or reflected on the applicable financial statements, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business; (ix) neither Seller nor any Subsidiary has any obligation to provide or make available postemployment benefits under any Seller Benefit Plan that other arrangement which is a “welfare "group health plan” " (as defined in Code Section 3(15000(b)(1)) has been operated and will continue to be operated in material compliance with the group health plan continuation coverage requirements of Section 4980B of the Code and Sections 601 through 608 of ERISA, to the extent such requirements are applicable. Each Benefit Plan or other arrangement that is subject to Section 1862(b)(1) of ERISA), except as may the Social Security Act has been operated and will continue to be required under COBRA or similar Law, and at operated in material compliance with the sole expense secondary payor requirements of Section 1862(b)(1) of such individual;Act. (xe) no Seller No Benefit Plan by or to which the Sellers or any ERISA Affiliate is governed a party, is bound or is otherwise liable, by its terms requires any payment or transfer of money, property or other consideration on account of or in connection with the laws sale, lease, exchange or transfer of either any jurisdiction shares of stock or any of the assets of Sellers or any ERISA Affiliate (whether or not any such payment would constitute a "parachute payment" or "excess parachute payment" within the meaning of Section 280G of the Code). (f) Neither Sellers nor any ERISA Affiliate has incurred (nor has any event occurred which reasonably can be anticipated to result in Seller or any ERISA Affiliate incurring) any material loss in connection with any existing or previously existing Benefit Plan or other than the United States existing or provides compensation previously existing arrangement (or benefits to any Employee, former existing or previously existing plan that would be a Benefit Plan but for not covering any employee of the Business or current natural person formerly employed in Business) that could become, on or former individual consultant after the Closing Date, an obligation or liability of the Business (Purchaser or give rise to any dependent of liens on any of the foregoing) who at any point primarily provided services to Seller or its Subsidiaries outside of the United States; (xi) neither Seller nor any Subsidiary has any obligation to gross-up, reimburse or indemnify any Employee, former employee of the Business or current or former individual consultant of the Business with respect to any Tax or related interest or penalties incurred with respect to Section 409A or 4999 of the Code; and (xii) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in combination with another event) could (A) result in any payment (including severance, change in control or otherwise) becoming due to any Employee, former employee of the Business or current or former individual consultant of the Business under any Seller Benefit Plan, (B) increase the amount or value of any compensation or benefits otherwise payable under any Seller Benefit Plan to any Employee, former employee of the Business or current or former individual consultant of the Business or trigger an obligation to fund benefits (through a grantor trust or otherwise),Assets.

Seller Employee Benefit Plans. (a) Section 4.08(a) of the Seller Disclosure Schedule contains a true and complete list, as of the date of this Agreement, of each material Seller Benefit Plan, with identification of each Seller Benefit Plan that is an Assumed Benefit Plan. With respect to each material Seller Benefit Plan, Seller has made available to Purchaser, to the extent applicable, complete and correct copies, as the date hereof, of (i) the most recent summary plan description (including not incurred any material modification) for which a summary plan description is required by applicable Law, (ii) any material written communication to or from any Governmental Authority, and (iii) liability with respect to each Seller Transferred Employees (other than normal claims for benefits) under any provisions of ERISA or other applicable law relating to any Employee Benefit Plan that is an Assumed Benefit Planmaintained by, (A) the most recently filed IRS Form 5500, (B) the most recent actuarial report, financial statement and trustee report, and (C) the most recent determination contributed to or opinion letter from the IRS. (b) Except as set forth in Section 4.08(b) of the Seller Disclosure Schedule: (i) each Seller sponsored by Seller. Each Employee Benefit Plan has maintained by, contributed to or sponsored by Seller has, in all material respects, been maintainedestablished, operated maintained and administered in compliance with all its terms and materially complies, both in form and operation, with the applicable Laws and in accordance with its termsprovisions of ERISA, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business; (ii) each Seller Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code has received or is the subject of a currently and other applicable favorable determination letter, opinion letter or advisory letter from the IRS, stating that its related trust is exempt from taxation under Section 501(a) of the Code, and, to Seller’s Knowledge, no event or circumstance exists that has adversely affected or would be reasonably be expected to adversely affect the qualified status of Laws. Neither any such Seller Benefit Plan; (iii) neither Seller nor any Subsidiary ERISA Affiliate of Seller has any liabilities for any Taxes ever sponsored, participated in, maintained or other penalties (whether or not assessed) under Section 4980B, 4980D or 4980H of the Code or any other provision of the Patient Protection and Affordable Care Act of 2010 with respect contributed to any Seller Benefit Plan, except as would not reasonably be expected, individually plan or in the aggregate, to be material to the Business; (iv) there is no audit or investigation pending (other than routine qualification or registration determination filings) with respect to any Seller Benefit Plan before any Governmental Authority and, to Seller’s Knowledge, no such audit or investigation has been threatened or is anticipated, in each case, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business; (v) other than routine claims for benefits received in the Ordinary Course of Business, there are no Actions pending or, to Seller’s Knowledge, threatened with respect to any Seller Benefit Plan, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business; (vi) no Seller Benefit Plan is a Benefit Plan that is arrangement subject to Title IV of ERISA, Part 3 of Subtitle B of Title I of ERISA, ERISA or Section 412 or 430 of the Code or otherwise a defined benefit pension Multiemployer Plan, and Seller has never had any liability with respect to any such plan (including sponsored or maintained by Seller or an ERISA Affiliate. Neither Seller nor any multiemployer plan (ERISA Affiliate have ever sponsored, contributed to, maintained or participated in a “multiple employer plan” as defined described in Section 3(373(40) of ERISA)ERISA or Section 413(c) of the Code and neither any Seller nor any ERISA Affiliate has now any liability associated with such type of Employee Benefit Plan. No Employee Benefit Plan maintained by, contributed to or within the six sponsored by Seller provides benefits, including, without limitation, death or medical benefits (6)-year period immediately prior to the date hereof contributed to, sponsored through insurance or maintained a “multiemployer plan” (as defined in Section 3(37) of ERISA); (vii) neither Seller nor any of its Subsidiaries nor any of their respective directors, officers, employees or agents has engaged in or been a party to any non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Codeotherwise) with respect to any Seller Transferred Employees beyond their retirement or other termination of service other than coverage mandated by applicable law, or pursuant to an Employee Benefit PlanPlan whose existence has been disclosed to Buyer. No Employee Benefit Plan maintained by, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business; (viii) all contributions (including all employer contributions and employee salary reduction contributions) or premium payments required to have been made contributed to or sponsored by Seller which is a group health plan, as described in respect Section 5000(b)(1) of any Seller the Code, is self-insured, other than a plan providing dental coverage. No Employee Benefit Plan under the terms of such Seller Benefit Plan liability, contingent or in accordance with Lawotherwise, as of the date hereof, have been timely made or reflected on the applicable financial statements, except as would not reasonably be expected, individually or in the aggregate, to be material to the Business; (ix) neither Seller nor any Subsidiary has any obligation to provide or make available postemployment benefits under any Seller Benefit Plan that is a “welfare plan” (as defined in Section 3(1) of ERISA), except as may be required under COBRA or similar Law, and at the sole expense of such individual; (x) no Seller Benefit Plan is governed by the laws of any jurisdiction other than the United States or provides compensation or benefits to any Employee, former employee of the Business or current or former individual consultant of the Business (or any dependent of shall affect any of the foregoing) who at any point primarily provided services Transfer Agency Assets, including, but not limited to, subjecting such Transfer Agency Assets to Seller attachment, forfeiture, seizure, liquidation or its Subsidiaries outside of the United States; (xi) neither Seller nor any Subsidiary has any obligation to gross-up, reimburse or indemnify any Employee, former employee of the Business or current or former individual consultant of the Business with respect to any Tax or related interest or penalties incurred with respect to Section 409A or 4999 of the Code; and (xii) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in combination with another event) could (A) result in any payment (including severance, change in control or otherwise) becoming due to any Employee, former employee of the Business or current or former individual consultant of the Business under any Seller Benefit Plan, (B) increase the amount or value of any compensation or benefits otherwise payable under any Seller Benefit Plan to any Employee, former employee of the Business or current or former individual consultant of the Business or trigger an obligation to fund benefits (through a grantor trust or otherwise),use as collateral.

Seller Employee Benefit Plans. (a) Section 4.08(a) of the Seller Disclosure Schedule contains a true and complete list, as of the date of this Agreement, of each material Seller Benefit Plan, with identification of each Seller Benefit Plan that is an Assumed Benefit Plan. With respect to each material Seller Benefit Plan, Seller has made available to Purchaser, to the extent applicable, complete and correct copies, as the date hereof, of (i) the most recent summary plan description (including any material modification) for which a summary plan description is required by applicable Law, (ii) any material written communication to or from any Governmental Authority, and (iii) with respect to each Seller Benefit Plan that is an Assumed Benefit Plan, (A) the most recently filed IRS Form 5500, (B) the most recent actuarial report, financial statement and trustee report, and (C) the most recent determination or opinion letter from the IRS. (b) Except as set forth in Section 4.08(b) of the Seller Disclosure Schedule: (i) each Seller Benefit Plan has been maintained, operated and administered in compliance with all applicable Laws and in accordance with its terms, except as would not reasonably be expected, individually or terms in the aggregate, to be all material to the Businessrespects; (ii) each Seller Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code has received or is the subject of a currently applicable favorable determination letter, opinion letter or advisory letter from the IRS, stating that its related trust is exempt from taxation under Section 501(a) of the Code, and, to Seller’s Knowledge, no event or circumstance exists that has adversely affected or would be reasonably be expected to adversely affect the qualified status of any such Seller Benefit Plan; (iii) neither Seller nor any Subsidiary has any liabilities for any Taxes or other penalties (whether or not assessed) under Section 4980B, 4980D or 4980H of the Code or any other provision of the Patient Protection and Affordable Care Act of 2010 with respect to any Seller Benefit Plan, except as would not reasonably be expected, individually expected to result in Liability to Purchaser or in the aggregate, to be material to the Businessits Affiliates; (iv) there is no audit or investigation pending (other than routine qualification or registration determination filings) with respect to any Seller Benefit Plan before any Governmental Authority and, to Seller’s Knowledge, no such audit or investigation has been threatened or is anticipated, in each case, except as would not reasonably be expected, individually expected to result in Liability to Purchaser or in the aggregate, to be material to the Businessits Affiliates; (v) other than routine claims for benefits received in the Ordinary Course of Business, there are no Actions pending or, to Seller’s Knowledge, threatened with respect to any Seller Benefit Plan, except as would not reasonably be expected, individually expected to result in Liability to Purchaser or in the aggregate, to be material to the Businessits Affiliates; (vi) no Seller Benefit Plan is a Benefit Plan that is (A) subject to Title IV of ERISA, Part 3 of Subtitle B of Title I of ERISA, or Section 412 or 430 of the Code or otherwise a defined benefit pension plan (including any multiemployer plan (as defined in Section 3(37) of ERISA)) and neither Seller nor any ERISA Affiliate has now or within the six (6)-year period immediately prior to the date hereof contributed to, sponsored or maintained a “multiemployer plan” (as defined in Section 3(37) of ERISA), (B) a “multiple employer plan” within the meaning of Section 413(c) of the Code or (C) a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA; (vii) neither Seller nor any of its Subsidiaries nor any of their respective directors, officers, employees or agents has engaged in or been a party to any non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Seller Benefit Plan, except as would not reasonably be expected, individually expected to result in Liability to Purchaser or in the aggregate, to be material to the Businessits Affiliates; (viii) all contributions (including all employer contributions and employee salary reduction contributions) or premium payments required to have been made to or in respect of any Seller Assumed Benefit Plan under the terms of such Seller Assumed Benefit Plan or and in accordance with Law, as of the date hereof, have been timely made or reflected on the applicable financial statements, except as would not reasonably be expected, individually expected to result in Liability to Purchaser or in the aggregate, to be material to the Businessits Affiliates; (ix) neither Seller nor any Subsidiary has any obligation to provide or make available postemployment benefits under any Seller Benefit Plan that is a “welfare plan” (as defined in Section 3(1) of ERISA), except as may be required under COBRA or similar Law, and at the sole expense of such individual; (x) no Seller Benefit Plan is governed by the laws of any jurisdiction other than the United States or provides compensation or benefits to any Employee, former employee of the Business or current or former individual consultant of the Business (or any dependent of any of the foregoing) who at any point primarily provided services to Seller or its Subsidiaries outside of the United States; (xi) neither Seller nor any Subsidiary has any obligation to gross-up, reimburse or indemnify any Employee, former employee of the Business or current or former individual consultant of the Business with respect to any Tax or related interest or penalties incurred with respect to Section 409A or 4999 of the Code; and (xii) neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby (either alone or in combination with another event) could could (A) result in any payment (including severance, change in control or otherwise) becoming due to any Employee, former employee of the Business or current or former individual consultant of the Business under any Seller Benefit Plan, (B) increase the amount or value of any compensation or benefits otherwise payable under any Seller Benefit Plan to any Employee, former employee of the Business or current or former individual consultant of the Business or trigger an obligation to fund benefits (through a grantor trust or otherwise),, (C) result in the acceleration of time of payment or vesting of any such benefits with respect to any Employee, former employee of the Business or current or former individual consultant of the Business under any Seller Benefit Plan, or (D) result in any “excess parachute payments” within the meaning of Section 280G(b) of the Code with respect to any Employee, former employee of the Business or current or former individual consultant of the Business, except, in the case of the foregoing clauses (A), (B), and (C), for any payments or benefits for which Seller or any of its Subsidiaries shall be solely liable.