US Benefit Plans. Full details of the PartnerRe US Benefit Plans are contained in the official Plan documents, which are available at the office of the Plan Administrator. PartnerRe US reserves the right to modify, discontinue or terminate any benefit or benefit plan and to implement any changes at any time, and for any reason, at its sole discretion You will be eligible for all the US Benefit Plans as set-up and administered for all US Company employees, as may be changed from time to time. These currently include: Health Coverage – Major Medical, Dental and Hospitalization Group Term Life Insurance Short and Long Term Disability Accidental Death and Dismemberment 401k Plan 5 weeks vacation per calendar year Personal Days: 3 per calendar year Paid Holidays: 12 per calendar year Free Parking
US Benefit Plans. Full details of the PartnerRe US Benefit Plans are contained in the official Plan documents, which are available at the office of the Plan Administrator. PartnerRe US reserves the right to modify, discontinue or terminate any benefit or benefit plan and to implement any changes at any time, and for any reason, at its sole discretion You will be eligible for all the US Benefit Plans as set-up and administered for all US Company employees, as may be changed from time to time. These currently include: Health Coverage – Major Medical, Dental and Hospitalization Group Term Life Insurance Short and Long Term Disability Accidental Death and Dismemberment 401k Plan Restoration and Salary Deferral Plan 5 weeks vacation per calendar year Personal/Floating Days: 5 per calendar year Paid Holidays: 10 per calendar year Free Parking
US Benefit Plans. Section 3.12(a) of the Disclosure Schedules lists each material employment, deferred compensation, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, bonus, tuition reimbursement, pension, savings, profit-sharing, retirement, medical, vacation, retiree medical, dental, life, disability, death benefit, group insurance, severance pay plan, other material agreement (including any severance, change in control or similar agreement) or material fringe benefit plan or arrangement (including any “employee benefit plan” within the meaning of Section 3(3) of ERISA) that is maintained or sponsored by a Seller or a Transferred Entity and that covers any Employee in the United States Business, other than statutory plans (each a “U.S. Benefit Plan” and collectively, the “U.S. Benefits Plans”). Seller has made available to Purchaser complete and correct copies of each such U.S. Benefit Plan. Each U.S. Benefit Plan intended to be qualified under section 401(a) of the Code, and the trust (if any) forming a part thereof, has received a favorable determination letter from the IRS and, to the Knowledge of Chemtura, there are no existing circumstances or events that would reasonably be expected to result in any revocation of, or a change to, such determination letter. Each U.S. Benefit Plan has been operated, in all material respects, in accordance with applicable Law.
US Benefit Plans. Except as could not individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (i) each US Benefit Plan has been maintained and is in compliance with Applicable Laws including, without limitation, all requirements relating to employee participation, investment of funds, benefits and transactions with the Credit Parties and Persons related to them, (ii) with respect to US Benefit Plans: (a) no condition exists and no event or transaction has occurred with respect to any US Benefit Plan that is reasonably likely to result in any Credit Party, to the best of its knowledge, incurring any liability (other than ordinary course funding obligations and claims for benefits), fine or penalty; and (b) no Credit Party has a material contingent liability with respect to any post-retirement benefit under a “welfare plan”, as such term is defined in Section 3(1) of ERISA, and (iii) all contributions (including employee contributions made by authorized payroll deductions or other withholdings) required to be made have been made in accordance with all Applicable Laws and the terms of each US Benefit Plan, . Each of the US Benefit Plans that is intended to be “qualified” within the meaning of Section 401(a) of the Code either (a) has received a favourable determination letter from the Internal Revenue Service, (b) is or will be the subject of an application for a favourable determination letter, and no circumstances exist that have resulted or could reasonably be expected to result in the revocation or denial of any such determination letter, or (c) is entitled to rely on an appropriately updated prototype plan Credit Document that has received a national office determination letter and has not applied for a favourable determination letter of its own.
US Benefit Plans. (i) Each U.S. Benefit Plan is and except for any noncompliance for which all Liabilities have been satisfied, has been in, compliance (both as to documentation and administration) in all material respects with the terms of such U.S. Benefit Plan and all Applicable Laws. Each U.S. Benefit Plan that is intended to be qualified under Section 401(a) of the Code or Section 401(k) of the Code has received a favorable determination letter from the IRS covering all of the provisions applicable to the U.S. Benefit Plan for which determination letters are available as of the date of this Agreement that the U.S. Benefit Plan is so qualified and each trust established in connection with any U.S. Benefit Plan which is intended to be exempt from federal income taxation under Section 501(a) of the Code has received a determination letter from the IRS that it is so exempt, and nothing has occurred and no condition exists which could reasonably be expected to result in the loss of such qualification or the imposition of any liability, penalty or tax under ERISA or the Code.
(ii) Except as set forth in Section 4.15(g)(ii) of the Disclosure Schedule none of the U.S. Benefit Plans is, and neither the Seller and its Subsidiaries, nor any ERISA Affiliate, has ever maintained, established, contributed to or had any obligation to contribute to: (i) a plan subject to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code; or (ii) a “multiemployer plan” (within the meaning of section 3(37) of ERISA). Neither the Seller and its Subsidiaries, nor any ERISA Affiliate, has incurred any liability under Title IV of ERISA which remains outstanding and unsatisfied and no liability under Title IV of ERISA is reasonably expected to be incurred by the Seller and its Subsidiaries or any ERISA Affiliate.
(iii) All contributions required to be made by Seller to each U.S. Benefit Plan which is a Transferred Subsidiary Benefit Plan or any Benefit Plan for which the Purchaser will incur a Liability on or following Closing have been made or paid in full on or before their due date thereof. There has not been any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to a U.S. Benefit Plan which is a Transferred Subsidiary Benefit Plan or any Benefit Plan for which the Purchaser will incur a Liability on or following Closing. No litigation or governmental investigation is pending or threatened with respect to a U.S. Benefit Plan ...
US Benefit Plans. (i) All compensation and benefit plans, contracts or arrangements maintained for the benefit of Business Employees of the Acquired Companies located in the United States, including “employee benefit plans” within the meaning of Section 3(3) of ERISA and plans, contract or arrangements relating to retirement or pension compensation, equity, equity-based, incentive or deferred compensation, change in control, severance, welfare or fringe compensation or benefits, but excluding the Foreign Benefit Plans (the “US Benefit Plans”), are listed in Section 3.13(b) of the Seller Disclosure Letter. True and complete copies of any US Benefit Plans, including any trust or other funding instruments and insurance or annuity contracts relating to any such US Benefit Plans, and all amendments thereto have been provided or made available to Buyer.
(ii) (A) No Business Asset is subject to any Encumbrance under ERISA or the Code in connection with any “employee benefit plan” (within the meaning of Section 3(3) of ERISA).
US Benefit Plans. Subject to applicable Laws (including, without limitation, all applicable data protection Laws), Schedule 2.21 lists each “U.S. employee benefit plan” (within the meaning of ERISA section 3(3), including, without limitation, multiemployer plans within the meaning of ERISA section 3(37)) and all material severance, employment, change-in-control, fringe benefit, bonus, incentive, deferred compensation and all other material employee benefit plans, agreements, programs, policies or other arrangements, whether or not subject to ERISA, whether oral or written under which any U.S. Business Employee or former U.S. Business Employee has any present or future right to compensation or employee benefits and pursuant to which the Business could have any material liability (“U.S. Benefit Plans”). Sellers acknowledge that the scope of the representations and warranties contained in this Section 2.21 have been limited as a result of the inclusion of liabilities under any U.S. Benefit Plan as Retained Liabilities, and Sellers’ indemnification of the Buyer Indemnified Parties from and against any Losses resulting therefrom pursuant to Section 8.2 (it being acknowledged and agreed by the Parties that the foregoing in no way increases any remedies of Buyers or any liabilities Sellers (including without limitation any closing conditions or indemnification) with respect to the transactions contemplated hereby).
US Benefit Plans. Except as disclosed on Schedule 4.1(n):
(i) Each US Benefit Plan has been maintained, operated and administered in compliance with its terms and any related documents or agreements and the applicable provisions of ERISA, the Code and other applicable law.
(ii) Neither Parent nor any ERISA Affiliate has been required to contribute to, or incurred any withdrawal liability within the meaning of ERISA §4201, including any contingent liability under ERISA § 4202, to any multiemployer plan as defined in ERISA §3(37).
(iii) None of the Conveyed Assets is subject to any lien under Code Section 401(a)(29), ERISA Section 302(f) or Code Section 412(n), ERISA Section 4068 or arising out of any action filed under ERISA Section 4301(b). Neither Parent nor any ERISA Affiliate has incurred any liability, or reasonably expects to incur any liability, which in either case, could subject Buyer or any Conveyed Asset to liability under Title IV of ERISA.
US Benefit Plans. (i) Each US Benefit Plan applicable to the Flu Business Employees has been administered in compliance with the terms of such US Benefit Plan and all Applicable Laws, except for failures that would not reasonably be expected to have a material adverse effect.
(ii) Except as Disclosed in the Disclosure Letter, none of the US Benefit Plans covering Flu Business Employees is, and none of the Seller, Flu Group Company or Business Seller (with respect to the Business) had, during the last six years any obligation to contribute to: (i) a plan subject to Title IV of ERISA or section 412 of the Code; or (ii) a “multiemployer plan” (within the meaning of section 3(37) of ERISA).
(iii) For the avoidance of doubt, none of the representations and warranties in this paragraph 2.21.3 is intended to apply to any Non-US Benefit Plan.
US Benefit Plans. (i) With respect to each U.S. Benefit Plan, including both ERISA Plans and Non-ERISA Plans, the Share Sellers have made available to the Buyer a copy of the plan documents and any applicable summaries thereof and, if applicable, the most recent copies of the following: summary plan description or other written summary, actuarial estimates of Benefit Plan liabilities, Form 5500 with all attachments for the last year, financial statements for the Benefit Plans for the last year, trust agreements, and determination or qualification letter from the IRS.
(ii) Except as set forth in Disclosure Schedule 3.21(b)(ii), the U.S. Benefit Plans, including both ERISA Plans and Non-ERISA Plans, have been maintained and administered in compliance in all material respects with the terms of such plans and with applicable Laws, including ERISA and the Code.
(iii) There are no suits, actions, disputes, claims (other than routine claims for benefits), arbitrations, administrative or other Proceedings pending or, to the Sellers’ Knowledge, threatened with respect to or in any manner relating to the maintenance or administration of any U.S. Benefit Plan, including both ERISA Plans and Non-ERISA Plans, and to the Sellers’ Knowledge, there is no reasonable basis for any such Proceeding or claim. All payments and/or contributions required to have been made with respect to all U.S. Benefit Plans either have been made or have been accrued in accordance with the terms of the applicable U.S. Benefit Plan and applicable law.
(iv) There are no liabilities under any U.S. Benefit Plans (including both ERISA Plans and Non-ERISA Plans) that is not a Transferred Benefit Plan for which the Buyer or its Affiliates may be liable including under Title IV of ERISA, except as set forth on Disclosure Schedule 3.21(b)(iv). The execution and performance of this Agreement and the Ancillary Agreements by the Share Sellers and their Affiliates will not (i) result in, or cause the accelerated vesting payment, funding or delivery of, or increase the amount or value of, any payment or benefit to any Employee; (ii) result in any “parachute payment” as defined in Section 280G(b)(2) of the Code; or (iii) result in a requirement to pay any tax “gross-up” or similar “make-whole” payments to any Employee.
(v) Disclosure Schedule 3.21(a)(v) identifies each of the U.S. Benefit Plans that is an ERISA Plan and is intended to meet the requirements of Section 401(a) of the Code (the “Qualified Plans”). With respect to ...
