SpinCo Benefit Plans. (a) Section 5.18(a) of the SpinCo Disclosure Schedule sets forth a list of each material Company Benefit Plan. As of the date hereof, there are no SpinCo Benefit Plans or Foreign Benefit Plans. (b) As applicable with respect to each of the Company Benefit Plans and SpinCo Benefit Plans, the Company has made available to Parent true and complete copies of (i) the applicable plan document (including all amendments thereto), (ii) the most recent summary plan description including any summary of material modifications provided to participants, (iii) the last filed Form 5500 series and all schedules thereto, and (iv) the most recent determination, opinion or advisory letter issued by the IRS and (v) any material, non-routine communications with any Governmental Authority in the past three years. (c) Each SpinCo Benefit Plan and Company Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS (or is entitled to rely upon a favorable opinion letter issued by the IRS), and no such determination or opinion letter has been revoked nor, to the Knowledge of the Company, has any fact or circumstance occurred that could reasonably be expected to cause the loss of such qualification or the imposition of material Liability to the SpinCo Business (taken as a whole). (d) Each of the Company Benefit Plans and SpinCo Benefit Plans has been operated, funded and administered in all material respects in accordance with its terms and in compliance with applicable Law, including ERISA and the Code. Except as would not reasonably be expected to result in material Liability to the SpinCo Business (taken as a whole), there are no pending or, to the Knowledge of the Company, threatened claims, actions, investigations or audits (other than routine claims for benefits) involving any Company Benefit Plan or SpinCo Benefit Plan. (e) Within the last six (6) years, neither any Company Benefit Plan nor any SpinCo Benefit Plan has been, and none of the Company, SpinCo nor any of their ERISA Affiliates has maintained, established, sponsored, participated in, contributed to, or had liability in respect of, an employee benefit plan subject to Section 302 or Title IV of ERISA or Section 412, 430 or 4971 of the Code. None of the Company, SpinCo nor any of their ERISA Affiliates has, at any time during the preceding six (6) years, contributed to, been obligated to contribute to or had any liability (including any contingent liability) with respect to, any Multiemployer Plan or a plan that has two (2) or more contributing sponsors, at least two (2) of whom are not under common control, within the meaning of Section 4063 of ERISA. (f) Except as would not reasonably be expected to result in material Liability to the SpinCo Business (taken as a whole), no Action with respect to the administration or the investment of the assets of any SpinCo Benefit Plan or Company Benefit Plan (other than routine claims for benefits) is pending, or to the Knowledge of the Company or SpinCo, threatened. Except as would not reasonably be expected to result in material Liability to the SpinCo Business (taken as a whole), with respect to each SpinCo Benefit Plan and Company Benefit Plan, (i) all required contributions have been made or properly accrued, (ii) there have been no “prohibited transactions” (as that term is defined in Section 406 of ERISA or Section 4975 of the Code) and (iii) all reports, returns, and similar documents required to be filed with any Governmental Authority or distributed to any SpinCo Benefit Plan or Company Benefit Plan participant have been timely filed or distributed. The Company and SpinCo have complied in all material respects with their respective obligations under any plan, program or arrangement that is sponsored, maintained or administered by any Governmental Authority. (g) Except as set forth in this Agreement or the Employee Matters Agreement, the consummation of the Transactions shall not, either alone or in combination with another event: (i) entitle any current or former SpinCo Service Provider, to severance pay, unemployment compensation or any other benefits or payments; or (ii) accelerate the time of payment, funding or vesting, or increase the amount of any payments or benefits due to any SpinCo Service Provider. (h) Except as set forth in Section 5.18(h) of the SpinCo Disclosure Schedule, no Company Benefit Plan or SpinCo Benefit Plan provides for, and SpinCo does not have any current or contingent Liability in respect of, post-retirement or other postemployment health or welfare benefits, other than health care continuation coverage as required by Section 4980B of the Code or any similar state Law (“COBRA”) or ERISA. (i) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or by the Transaction Documents shall, either alone or in combination with any other event(s), result in the payment of any amount to any SpinCo Service Provider or any other current or former employee, director, officer or independent contractor of any SpinCo Entity that could, individually or in combination with any other such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code. (j) Each Company Benefit Plan that is (and each SpinCo Benefit Plan that will be) a “nonqualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code and the guidance thereunder) is (or will be, as applicable) in material compliance in both form and operation with Section 409A of the Code, and no Taxes are owed (or will be owed, as applicable) under Section 409A(a)(1) for any such plan or arrangement. No SpinCo Entity is under the obligation to gross up any Taxes, including under Section 409A of the Code or Sections 280G or 4999 of the Code.
Appears in 1 contract
Samples: Merger Agreement (Avista Public Acquisition Corp. II)
SpinCo Benefit Plans. (a) Section 5.18(a5.17(a) of the SpinCo Disclosure Schedule sets forth a list of each material Company Benefit Plan. As list, as of the date hereof, there are no of each material SpinCo Benefit Plans or Foreign Benefit PlansPlan.
(b) As applicable with respect to each of the Company Benefit Plans and material SpinCo Benefit Plans, the Company has made available to Parent Merger Partner true and complete copies of (i) the applicable plan document (including or, in the case of any unwritten material SpinCo Benefit Plan, a written description of the material terms thereof) and all amendments thereto), ; (ii) the most recent summary plan description including any summary of material modifications provided to participants, description; (iii) the last filed most recent Form 5500 series and all schedules thereto, and 5500; (iv) the most recent determination, opinion or advisory letter issued by the IRS IRS; (v) any related trust documents, insurance contracts or other funding arrangements and all amendments thereto and (vvi) any material, non-routine communications correspondence with any Governmental Authority in the past three (3) years.
(c) Each SpinCo Benefit Plan and Company Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS (or is entitled to rely upon a favorable opinion letter issued by the IRS), and no such determination or opinion letter has been revoked nor, to the Knowledge of the Company, has any fact there are no existing circumstances or circumstance occurred events that could would reasonably be expected to cause adversely affect the loss qualified status of any such qualification plan or the imposition of material Liability to the SpinCo Business (taken as a whole)related trust.
(d) Each Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect: (i) each of the Company Benefit Plans and SpinCo Benefit Plans has been operated, funded and administered in all material respects in accordance with its terms and in compliance with applicable Law, including ERISA and the Code. ; (ii) there are no Actions (other than routine claims for benefits) pending, or to the Knowledge of the Company, threatened, against the Company, SpinCo or any of their Subsidiaries involving any SpinCo Benefit Plan; and (iii) all required contributions to each SpinCo Benefit Plan have been made or properly accrued.
(e) Except as would not reasonably be expected to result have, individually or in material Liability to the aggregate, a SpinCo Business Material Adverse Effect: (taken as a whole), there are no pending or, to the Knowledge of the Company, threatened claims, actions, investigations or audits (other than routine claims for benefitsi) involving any Company Benefit Plan or SpinCo Benefit Plan.
(e) Within the last six (6) years, neither any Company Benefit Plan nor any SpinCo Benefit Plan has been, and none of the Company, SpinCo nor any of their ERISA Affiliates has maintained, established, sponsored, participated in, contributed to, or had liability in respect of, an employee benefit plan subject to Section 302 or Title IV of ERISA or Section 412, 430 or 4971 of the Code. None of the Company, SpinCo nor any of their its ERISA Affiliates has, at any time during the preceding six (6) years, contributed to, been obligated to contribute to or had any liability (including any contingent liability) with respect to, any Multiemployer Plan with respect to SpinCo Employees or Former SpinCo Employees, or to a plan that has two (2) or more contributing sponsors, at least two (2) of whom are not under common control, within the meaning of Section 4063 of ERISA; (ii) no SpinCo Benefit Plan is subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code, and neither SpinCo nor any of its ERISA Affiliates sponsored, maintained or contributed to any such plan in the prior six (6) years; (iii) neither SpinCo nor any of its ERISA Affiliates has incurred any liability to or with respect to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as those terms are defined in Part I of Subtitle E of Title IV of ERISA, that has not been satisfied in full; and (iv) no Controlled Group Liability has been incurred by SpinCo or its ERISA Affiliates that has not been satisfied in full, and, to the Knowledge of the Company, no condition exists that presents a risk to SpinCo or its ERISA Affiliates of incurring any such liability.
(f) Except as would not reasonably be expected to result in material Liability to Neither the SpinCo Business (taken as a whole), no Action with respect to the administration or the investment execution and delivery of the assets of any SpinCo Benefit Plan or Company Benefit Plan (other than routine claims for benefits) is pending, or to the Knowledge of the Company or SpinCo, threatened. Except as would not reasonably be expected to result in material Liability to the SpinCo Business (taken as a whole), with respect to each SpinCo Benefit Plan and Company Benefit Plan, (i) all required contributions have been made or properly accrued, (ii) there have been no “prohibited transactions” (as that term is defined in Section 406 of ERISA or Section 4975 of the Code) and (iii) all reports, returns, and similar documents required to be filed with any Governmental Authority or distributed to any SpinCo Benefit Plan or Company Benefit Plan participant have been timely filed or distributed. The Company and SpinCo have complied in all material respects with their respective obligations under any plan, program or arrangement that is sponsored, maintained or administered by any Governmental Authority.
(g) Except as set forth in this Agreement or the Employee Matters Agreement, nor the consummation of the Transactions shall notshall, either alone or in combination with another event: (i) entitle any current SpinCo Employee, Former SpinCo Employee or former other individual service provider of a SpinCo Service Provider, Entity to severance pay, unemployment compensation or any other benefits or payments; or (ii) accelerate the time of payment, funding or vesting, or increase the amount of any payments or benefits due to any SpinCo Service ProviderEmployee, Former SpinCo Employee or other individual service provider of a SpinCo Entity; (iii) limit or restrict the right to merge, terminate or amend any SpinCo Benefit Plan on or after the Closing; or (iv) result in any payment (whether in cash or property or the vesting of property) to any “disqualified individual” (as such term is defined in Treasury Regulations Section 1.280G-1) that would, individually or in combination with any other such payment, constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code).
(g) No SpinCo Benefit Plan provides for the gross-up or reimbursement of Taxes under Section 409A or 4999 of the Code.
(h) Except as set forth in Section 5.18(h) of the SpinCo Disclosure Schedule, no Company Benefit Plan or No SpinCo Benefit Plan provides for, and SpinCo does not have any current or contingent Liability in respect of, for post-retirement or other postemployment post-employment health or welfare benefits, other than health care continuation coverage as required by Section 4980B of the Code or any similar state Law (“COBRA”) or ERISA.
(i) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or by the Transaction Documents shall, either alone or in combination with any other event(s), result in the payment of any amount Except as would not reasonably be expected to any SpinCo Service Provider or any other current or former employee, director, officer or independent contractor of any SpinCo Entity that couldhave, individually or in combination with any other such paymentthe aggregate, constitute an “excess parachute payment” as defined in Section 280G(b)(1a SpinCo Material Adverse Effect, (i) of the Code.
(j) Each Company Benefit Plan that is (and each SpinCo Benefit Plan that will be) is a Foreign Benefit Plan (a “nonqualified deferred compensation plan” SpinCo Foreign Benefit Plan”) has been established, maintained and administered in all respects in accordance with its terms and applicable Laws, and if intended to qualify for special Tax treatment, meets all the requirements for such treatment; (as such term ii) is defined in Section 409A(d)(1) funded, book-reserved or secured by an insurance policy to the extent required by the terms of the Code applicable SpinCo Foreign Benefit Plan or applicable Law, based on reasonable actuarial assumptions in accordance with applicable accounting principles; and the guidance thereunder(iii) is (or will be, as applicable) each SpinCo Foreign Benefit Plan required to be registered has been registered and has been maintained in material compliance in both form and operation good standing with Section 409A of the Code, and no Taxes are owed (or will be owed, as applicable) under Section 409A(a)(1) for any such plan or arrangement. No SpinCo Entity is under the obligation to gross up any Taxes, including under Section 409A of the Code or Sections 280G or 4999 of the Codeapplicable regulatory authorities.
Appears in 1 contract
SpinCo Benefit Plans. (a) Section 5.18(a) of the SpinCo Disclosure Schedule sets forth a list of each material Company Benefit Plan. As list, as of the date hereof, there are no of each material SpinCo Benefit Plans or Plan that is not a Foreign Benefit PlansPlan. Each material SpinCo Benefit Plan that is a Foreign Benefit Plan (a “SpinCo Foreign Benefit Plan”) has been made available to Parent.
(b) As applicable with respect to each of the Company Benefit Plans and material SpinCo Benefit Plans, the Company has made available to Parent true and complete copies of (i) the applicable plan document (including all amendments thereto), (ii) the most recent summary plan description including any summary of material modifications provided to participantsSpinCo Employees, (iii) the last filed Form 5500 series and all schedules thereto, and (iv) the most recent determination, opinion or advisory letter issued by the IRS and (v) any material, non-routine communications with any Governmental Authority in the past three years.
(c) Each SpinCo Benefit Plan and or Company Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS (or is entitled to rely upon a favorable opinion letter issued by the IRS), and no such determination or opinion letter has been revoked nor, to the Knowledge of the CompanyCompany or SpinCo, is any such revocation threatened. Each SpinCo Benefit Plan which is a “nonqualified deferred compensation plan” subject to Section 409A of the Code and the regulations and other guidance issued thereunder (“Section 409A”) has any fact or circumstance occurred that could reasonably be expected to cause the loss of such qualification or the imposition of been documented and maintained in material Liability to the SpinCo Business (taken as a whole)compliance with Section 409A in all material respects.
(d) Each Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, (i) each of the Company Benefit Plans and SpinCo Benefit Plans has been operated, funded and administered in all material respects in accordance with its terms and in compliance with applicable Law, including ERISA and the Code. Except Code and (ii) as would not reasonably be expected to result in material Liability to of the SpinCo Business (taken as a whole)date of this Agreement, there are no pending or, to the Knowledge of the CompanyCompany or SpinCo, threatened claims, actions, investigations or audits (other than routine claims for benefits) against SpinCo or any of its Subsidiaries involving any Company Benefit Plan or SpinCo Benefit Plan.
(e) Within Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, with respect to any SpinCo Benefit Plan that is subject to Title IV of ERISA, (i) there does not exist any failure to meet the “minimum funding standard” of Section 412 of the Code or 302 of ERISA (whether or not waived), (ii) such plan is not in “at-risk” status for purposes of Section 430 of the Code, (iii) no reportable event within the meaning of Section 4043(c) of ERISA has occurred in the two (2) years prior to the date hereof, (iv) all premiums to the Pension Benefit Guaranty Corporation (the “PBGC”) have been timely paid in full, and (v) the PBGC has not instituted proceedings to terminate any such plan.
(f) Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, within the last six (6) years, neither any Company Benefit Plan nor any no SpinCo Benefit Plan has been, and none of the Company, SpinCo nor any of their ERISA Affiliates has maintained, established, sponsored, participated in, contributed to, or had liability in respect of, been an employee benefit plan subject to Section 302 or Title IV of ERISA or Section 412, 430 or 4971 of the Code. None of the Company, Neither SpinCo nor any of their its ERISA Affiliates has, at any time during the preceding six (6) years, contributed to, been obligated to contribute to or had any liability (including any contingent liability) with respect to, any Multiemployer Plan or a plan that has two (2) or more contributing sponsors, at least two (2) of whom are not under common control, within the meaning of Section 4063 of ERISA. Except as would not reasonably be expected to have, individually or in the aggregate, a SpinCo Material Adverse Effect, neither the Company nor any of its ERISA Affiliates have any actual or contingent liability or has had such liability during the prior six (6) years (in each case, with respect to or that would result in any liability to, the SpinCo Business) under Title IV of ERISA. No Title IV liability will be triggered for the Company or any of its Subsidiaries or the SpinCo Entities as a result of the Transactions.
(fg) Except as would not reasonably be expected to result have, individually or in material Liability to the aggregate, a SpinCo Business (taken as a whole)Material Adverse Effect, no Action with respect to the administration or the investment of the assets of any SpinCo Benefit Plan or Company Benefit Plan (other than routine claims for benefits) is pending, or to the Knowledge of the Company or SpinCo, threatened. Except as would not reasonably be expected to result in material Liability to the SpinCo Business (taken as a whole), with With respect to each SpinCo Benefit Plan and Company Benefit Plan, (i) all required contributions have been made or properly accrued, (ii) there have been no “prohibited transactions” (as that term is defined in Section 406 of ERISA or Section 4975 of the Code) , and (iii) all material reports, returns, and similar documents required to be filed with any Governmental Authority or distributed to any SpinCo Benefit Plan or Company Benefit Plan participant have been timely filed or distributed. The Company and SpinCo have complied in all material respects with their respective obligations under any plan, program or arrangement that is sponsored, maintained or administered by any Governmental Authority.
(gh) Except as set forth in this Agreement or the Employee Matters Agreement, the The consummation of the Transactions shall not, either alone or in combination with another event: (i) entitle any current or former SpinCo Service Provider, Employee to material severance pay, unemployment compensation or any other material benefits or payments; or (ii) accelerate the time of payment, funding or vesting, or materially increase the amount of any payments or benefits due to any SpinCo Service ProviderEmployee; or (iii) limit or restrict the right to merge, terminate or amend any SpinCo Benefit Plan on or after the Closing.
(hi) Except as set forth in Section 5.18(h) of the SpinCo Disclosure Schedule, no Company Benefit Plan or No SpinCo Benefit Plan provides for, and SpinCo does not have any current or contingent Liability in respect of, for post-retirement or other postemployment health or welfare benefits, other than health care continuation coverage as required by Section 4980B of the Code or any similar state Law (“COBRA”) or ERISA.
(ij) Neither Without limiting the execution and delivery of this Agreement nor the consummation generality of the transactions contemplated hereby or by the Transaction Documents shallother representations in this Section 5.18, either alone or in combination with any other event(s), result in the payment of any amount except as would not reasonably be expected to any SpinCo Service Provider or any other current or former employee, director, officer or independent contractor of any SpinCo Entity that couldhave, individually or in combination the aggregate, a SpinCo Material Adverse Effect, (i) each SpinCo Foreign Benefit Plan has been established, maintained and administered in all respects in accordance with its terms and applicable Laws, and if intended to qualify for special tax treatment, meets all the requirements for such treatment; (ii) all employer and employee contributions to each SpinCo Foreign Benefit Plan required by its terms or by applicable Law have been made or, if applicable, accrued in accordance with generally accepted accounting practices in the applicable jurisdiction and any other such paymentpayments (including insurance premiums) otherwise due in respect of a SpinCo Foreign Benefit Plan have been paid in full; and (iii) each SpinCo Foreign Benefit Plan required to be registered has been registered and has been maintained in good standing with applicable regulatory authorities, constitute an “excess parachute payment” as defined in Section 280G(b)(1) and no event has occurred since the date of the Code.
(j) Each Company most recent approval or application therefor relating to any such SpinCo Foreign Benefit Plan that is (and each SpinCo Benefit Plan that will be) a “nonqualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code and the guidance thereunder) is (or will be, as applicable) in material compliance in both form and operation with Section 409A of the Code, and no Taxes are owed (or will would reasonably be owed, as applicable) under Section 409A(a)(1) for expected to adversely affect any such plan approval or arrangement. No SpinCo Entity is under the obligation to gross up any Taxes, including under Section 409A of the Code or Sections 280G or 4999 of the Codegood standing.
Appears in 1 contract
Samples: Merger Agreement (3m Co)
SpinCo Benefit Plans. (a) Section 5.18(a) of the SpinCo Disclosure Schedule sets forth a list of each material Company Benefit Plan. As of the date hereof, there are no SpinCo Benefit Plans or Foreign Benefit Plans.
(b) As applicable with respect to each of the Company Benefit Plans and SpinCo Benefit Plans, the Company has made available to Parent true and complete copies of (i) the applicable plan document (including all amendments thereto), (ii) the most recent summary plan description including any summary of material modifications provided to participants, (iii) the last filed Form 5500 series and all schedules thereto, and (iv) the most recent determination, opinion or advisory letter issued by the IRS and (v) any material, non-routine communications with any Governmental Authority in the past three years.
(c) Each SpinCo Benefit Plan and Company Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS (or is entitled to rely upon a favorable opinion letter issued by the IRS), and no such determination or opinion letter has been revoked nor, to the Knowledge of the Company, has any fact or circumstance occurred that could reasonably be expected to cause the loss of such qualification or the imposition of material Liability to the SpinCo Business (taken as a whole).
(d) Each of the Company Benefit Plans and SpinCo Benefit Plans has been operated, funded and administered in all material respects in accordance with its terms and in compliance with applicable Law, including ERISA and the Code. Except as would not reasonably be expected to result in material Liability to the SpinCo Business (taken as a whole), there are no pending or, to the Knowledge of the Company, threatened claims, actions, investigations or audits (other than routine claims for benefits) involving any Company Benefit Plan or SpinCo Benefit Plan.
(e) Within the last six (6) years, neither any Company Benefit Plan nor any SpinCo Benefit Plan has been, and none of the Company, SpinCo nor any of their ERISA Affiliates has maintained, established, sponsored, participated in, contributed to, or had liability in respect of, an employee benefit plan subject to Section 302 or Title IV of ERISA or Section 412, 430 or 4971 of the Code. None of the Company, SpinCo nor any of their ERISA Affiliates has, at any time during the preceding six (6) years, contributed to, been obligated to contribute to or had any liability (including any contingent liability) with respect to, any Multiemployer Plan or a plan that has two (2) or more contributing sponsors, at least two (2) of whom are not under common control, within the meaning of Section 4063 of ERISA.
(f) Except as would not reasonably be expected to result in material Liability to the SpinCo Business (taken as a whole), no Action with respect to the administration or the investment of the assets of any SpinCo Benefit Plan or Company Benefit Plan (other than routine claims for benefits) is pending, or to the Knowledge of the Company or SpinCo, threatened. Except as would not reasonably be expected to result in material Liability to the SpinCo Business (taken as a whole), with respect to each SpinCo Benefit Plan and Company Benefit Plan, (i) all required contributions have been made or properly accrued, (ii) there have been no “prohibited transactions” (as that term is defined in Section 406 of ERISA or Section 4975 of the Code) and (iii) all reports, returns, and similar documents required to be filed with any Governmental Authority or distributed to any SpinCo Benefit Plan or Company Benefit Plan participant have been timely filed or distributed. The Company and SpinCo have complied in all material respects with their respective obligations under any plan, program or arrangement that is sponsored, maintained or administered by any Governmental Authority.
(g) Except as set forth in this Agreement or the Employee Matters Agreement, the consummation of the Transactions shall not, either alone or in combination with another event: (i) entitle any current or former SpinCo Service Provider, to severance pay, unemployment compensation or any other benefits or payments; or (ii) accelerate the time of payment, funding or vesting, or increase the amount of any payments or benefits due to any SpinCo Service Provider.
(h) Except as set forth in Section 5.18(h) of the SpinCo Disclosure Schedule, no Company Benefit Plan or SpinCo Benefit Plan provides for, and SpinCo does not have any current or contingent Liability in respect of, post-retirement or other postemployment health or welfare benefits, other than health care continuation coverage as required by Section 4980B of the Code or any similar state Law (“COBRA”) or ERISA.
(i) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby or by the Transaction Documents shall, either alone or in combination with any other event(s), result in the payment of any amount to any SpinCo Service Provider or any other current or former employee, director, officer or independent contractor of any SpinCo Entity that could, individually or in combination with any other such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code.
(j) Each Company Benefit Plan that is (and each SpinCo Benefit Plan that will be) a “nonqualified deferred compensation plan” (as such term is defined in Section 409A(d)(1) of the Code and the guidance thereunder) is (or will be, as applicable) in material compliance in both form and operation with Section 409A of the Code, and no Taxes are owed (or will be owed, as applicable) under Section 409A(a)(1) for any such plan or arrangement. No SpinCo Entity is under the obligation to gross up any Taxes, including under Section 409A of the Code or Sections 280G or 4999 of the Code.and
Appears in 1 contract
