Seller Employee Plans. Schedule 4.11.1 contains a true and complete list of each Seller Employee Benefit Plans.
Seller Employee Plans. (i) With respect to the Seller Employee Plans, Seller and each ERISA Affiliate will have made, on or before the Closing Date, all payments (including premium payments with respect to insurance policies) required to be made by them on or before the Closing Date.
(ii) All of the Seller Employee Plans, other than any multiemployer plan, as defined in Section 3(37) of ERISA (a “Multiemployer Plan”), are, and have been, operated in compliance with their provisions and with all applicable laws, including ERISA and the Code, in all material respects. With respect to each of the Seller Employee Plans, other than any Multiemployer Plan, that is intended to be qualified under Section 401(a), each such plan is so qualified.
(iii) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (A) result in any payment (including any severance, unemployment compensation or golden parachute payment) becoming due from the Seller or any ERISA Affiliate under any of the Seller Employee Plans, (B) increase any benefits otherwise payable under any of the Seller Employee Plans, or (C) result in the acceleration of the time of payment or vesting of any such benefits to any extent.
(iv) Seller is not obligated to contribute to any Seller Employee Plan that is a Multiemployer Plan other than as listed on Schedule 19 hereto.
Seller Employee Plans. (a) Seller has Previously Disclosed a list of all Seller Employee Plans and has heretofore delivered to Purchaser accurate and complete copies of each (including amendments and agreements relating thereto) together with, in the case of qualified plans, (i) the most recent financial reports prepared with respect thereto, (ii) the most recent annual reports filed with any Governmental Authority with respect thereto, (iii) the most recent actuarial report with respect to Seller's Defined Benefit Plan, (iv) the most recent rulings and determination letters and any open requests for rulings or letters that pertain thereto, and (v) summary plan descriptions thereof.
(b) None of Seller, any Seller Subsidiary, any qualified Seller Employee Plan or, to the knowledge of Seller, any fiduciary of a qualified Seller Employee Plan, has incurred any material liability to any Governmental Authority with respect to any qualified Seller Employee Plan. To the knowledge of Seller, no reportable event under Section 4043(b) of ERISA has occurred with respect to any qualified Seller Employee Plan.
(c) Neither Seller nor any Seller Subsidiary participates in or has incurred any liability under Section 4201 of ERISA for a complete or partial withdrawal from a multi-employer plan (as such term is defined in ERISA).
(d) A favorable determination letter has been issued by the IRS with respect to each Seller Employee Plan which is intended to qualify under Section 401 of the Code to the effect that such Seller Employee Plan is qualified under Section 401 of the Code, and the trust associated with such Seller Employee Plan is tax exempt under Section 501 of the Code. No such letter has been revoked or, to the knowledge of Seller, is threatened to be revoked, and Seller does not know of any ground on which such revocation may be based.
(e) To the knowledge of Seller, no transaction prohibited by Section 406 of ERISA (and not exempt under Section 408 of ERISA or Section 4975 of the Code) has occurred with respect to any qualified Seller Employee Plan which would result in the imposition, directly or indirectly, of an excise Tax under Section 4975 of the Code.
(f) Full payment has been made (or proper accruals have been established) of all contributions which are required for periods prior to the date hereof, and full payment will be so made (or proper accruals will be so established) of all contributions which are required for periods after the date hereof and prior to the Effective Date...
Seller Employee Plans. Section 3.12(a) Seller Material Adverse Effect .............................................. Section 3.01
Seller Employee Plans. Section (a) Seller Material Adverse Effect . . . . . . . . . . . . . . . . . . . . . . Section 3.01 Seller Material Contract . . . . . . . . . . . . . . . . . . . . . . . . . Section 3.10
Seller Employee Plans. With respect to Employees based in the United States: (A) Seller agrees that it will comply with COBRA after the Employee Termination Date with respect to all Employees who are qualified beneficiaries who had a qualifying event as of or prior to the applicable Employee Termination Date, including with respect to New Purchaser Employees, who are entitled to elect COBRA coverage under Seller's Employee Plans that provide medical coverage within the meaning of Section 213(d) of the Code or that are subject to COBRA, or as otherwise may be required by applicable law, and (B) Purchaser is not intended to be and is not a successor employer to Seller for any purpose, including with respect to COBRA, and no benefit plan sponsored or maintained by Purchaser is intended to be and no such plan shall be a successor plan to any Seller Employee Plan. The Seller and Purchaser intend that no COBRA obligations will arise with respect to the Seller's Code Section 125 Plan with respect to New Purchaser Employees whose Code Section 125 health and/or dependent care accounts are transferred to Purchaser pursuant to (iii) below.
Seller Employee Plans. Any obligations arising out of or --------------------- associated with any Seller Employee Plans (as hereafter defined) relating to any Service Provider prior to and including the Closing.
Seller Employee Plans. Section 3.13(a)................18
Seller Employee Plans. (a) Sellers or Parent have made available to Buyers copies of each material (i) employee benefit plan as defined in Section 3(3) of ERISA covering Employees or (ii) obligation to, arrangement with, or plan or program for the benefit of, Employees, including, but not limited to, bonuses, incentive compensation, deferred compensation, supplemental pensions, vacations, severance pay, insurance or any other benefit, program or practice for Employees which is not included in clause (i) (each, a “Seller Employee Plan”). The Disclosure Schedule lists the Seller Employee Plans.
(b) Each Seller Employee Plan has been administered in material compliance with the terms of such Seller Employee Plan and the provisions of all applicable Legal Requirements.
(c) There are no Proceedings pending, or to the Knowledge of the Seller Group, threatened with respect to any Seller Employee Plan, other than routine claims for benefits.
Seller Employee Plans. (i) With respect to Employees based in the United States: The parties intend that Purchaser shall be treated as a "successor employer" to Seller within the meaning of Proposed Treasury Regulation Section 54.4980B-2. With respect to all New Purchaser Employees, Purchaser shall offer health care coverage to such employees that is substantially similar in the aggregate to the health care coverage such employees had prior to the Acquisition. The parties intend that no COBRA continuation coverage shall be available to the New Purchaser Employees as a result of the Acquisition. To the extent required by law and provided that Seller does not maintain any group health plan in the United States after the Closing Date, Purchaser shall make COBRA continuation coverage available under an Assumed Employee Plan or one of its group health plans to those Employees who do not become New Purchaser Employees upon the Acquisition and to any other persons who are qualified beneficiaries receiving COBRA continuation coverage under a group health plan of Seller at the Closing Date or eligible to elect COBRA continuation coverage on the Closing Date.
(ii) As soon as practicable prior to the Closing Date, but in no event less than one day prior to the Closing Date, Seller shall adopt all corporate resolutions necessary to terminate the qualified retirement plan maintained by the Seller (the "Seller 401(k) Plan"), effective no later than one day prior to the Closing Date. Seller shall also adopt such amendments to the Seller 401(k) Plan as are necessary to assure that said plan retains its tax-qualified status through the date of its termination. As soon as practicable prior to the Closing Date, Seller shall contribute to the Seller 401(k) Plan all contributions, including but not limited to employee deferrals and related matching contributions, required or necessary under the terms of said plan to provide for benefits accrued as of the date of the termination of the Seller 401(k) Plan. Seller shall, if practicable and if not, Purchaser shall notify all employees of the termination of the Seller 401(k) Plan. Purchaser shall permit direct rollovers of distributions from the Seller 401(k) Plan into its qualified retirement plan, including direct rollovers in kind of any participant loans from the Seller 401(k) Plan if the transfer of the loans is administratively feasible. In no event shall the Seller 401(k) Plan be an Assumed Employee Plan. Seller will cooperate with Purchaser and c...
