Common use of Target Employee Plans Clause in Contracts

Target Employee Plans. Section 3.23(a) of the Target Disclosure Schedule contains an accurate and complete list, with respect to Target and any of its Subsidiaries and any other Person within the controlled group of corporations with Target or any of its Subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code, and the regulations issued thereunder (collectively an “ERISA Affiliate”), of each plan, program, policy, practice, contract, agreement or other arrangement providing for compensation, severance benefits, termination pay, deferred compensation, performance awards, stock or stock-related options or awards, pension benefits, retirement benefits, profit-sharing benefits, savings benefits, disability benefits, medical insurance, dental insurance, health insurance, life insurance, death benefit, other insurance, repatriation or expatriation benefits, tax gross ups, welfare benefits, U.S. fringe benefit programs, material non-U.S. fringe benefits or other material employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including each “employee benefit plan,” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is maintained, contributed to, or required to be contributed to, by Target, any of its Subsidiaries or any ERISA Affiliate for the benefit of any current or former employee, director or consultant or with respect to which the Target or its ERISA Affiliates has or may reasonably be expected to have any liability or obligation (collectively, the “Target Employee Plans”). None of Target, its Subsidiaries or its ERISA Affiliates has made any plan or commitment to establish any new Target Employee Plan, to modify any Target Employee Plan (except to the extent required by Applicable Law or to conform any such Target Employee Plan to the requirements of any Applicable Law, in each case as previously disclosed to Acquiror in writing, or as required by this Agreement).

Target Employee Plans. Section 3.23(a) of the Target Disclosure Schedule contains an accurate and complete list, with respect to Target and any of its Subsidiaries and any other Person within the controlled group of corporations with Target or any of its Subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code, and the regulations issued thereunder (collectively an “ERISA Affiliate”), ) of each plan, program, policy, practice, contract, agreement or other arrangement providing for direct or indirect compensation, severance benefits, termination pay, retention pay, deferred compensation, performance awards, stock or stock-related options or awards, pension benefits, retirement benefits, profit-sharing benefits, savings benefits, disability benefits, sick leave, medical insurance, dental insurance, health insurance, life insurance, death benefit, other insurance, paid time off or sabbatical benefits, repatriation or expatriation benefits, tax gross ups, welfare benefits, U.S. fringe benefit programs, material non-U.S. fringe benefits or other material employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including including, but not limited to, each “employee benefit plan,” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is or has been maintained, contributed to, or required to be contributed to, by Target, any of its Subsidiaries or any ERISA Affiliate for the benefit of any current or former employee, director or consultant or with respect to which the Target or its ERISA Affiliates has or may reasonably be expected to have any liability or obligation (collectively, the “Target Employee Plans”); provided, however, that Section 3.23(a) of the Target Disclosure Schedule need not list employment offer letters that may be terminated by the Target, its Subsidiaries or their ERISA Affiliates at will, for any reason or no reason, without notice or liability, and other service agreements that may be terminated by the Target, its Subsidiaries or their ERISA Affiliates at will, for any reason or no reason, without liability. None of Target, its Subsidiaries or its and their ERISA Affiliates has made any plan or commitment to establish any new Target Employee Plan, Plan or to modify any Target Employee Plan (except to the extent required by Applicable Law law or to conform any such Target Employee Plan to the requirements of any Applicable Law, in each case case, as previously disclosed to Acquiror in writing, or as required by this Agreement).

Target Employee Plans. Section 3.23(a3.22(a) of the Target Disclosure Schedule contains an accurate and complete list, with respect to Target and any of its Subsidiaries and any other Person within the controlled group of corporations with Target or any of its Subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code, and the regulations issued thereunder (collectively an “ERISA Affiliate”), ) of each material plan, program, policy, practice, contract, agreement or other arrangement providing for direct or indirect compensation, severance benefits, termination pay, retention pay, deferred compensation, performance awards, stock or stock-related options or awards, pension benefits, retirement benefits, profit-sharing benefits, savings benefits, disability benefits, sick leave, medical insurance, dental insurance, health insurance, life insurance, death benefit, other insurance, paid time off or sabbatical benefits, repatriation or expatriation benefits, tax gross ups, welfare benefits, U.S. fringe benefit programs, material non-U.S. fringe benefits or other material employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including including, but not limited to, each “employee benefit plan,” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which is currently maintained, contributed to, or required to be contributed to, by Target, any of its Subsidiaries or any ERISA Affiliate for the benefit of any current or former employee, director or consultant or with respect to which the Target or its ERISA Affiliates has or may reasonably be expected to have any liability or obligation (collectively, the “Target Employee Plans”). None of Target, its Subsidiaries or its and their ERISA Affiliates has made any plan or commitment to establish any new Target Employee Plan, to modify any Target Employee Plan (except to the extent required by Applicable Law law or to conform any such Target Employee Plan to the requirements of any Applicable Law, in each case as previously disclosed to Acquiror in writing, or as required by this Agreement).