US Employee Benefit Plans. Schedule 5.11 hereto identifies each Plan as of the Closing Date. No ERISA Event has occurred or is expected to occur with respect to a Plan. Full payment has been made of all amounts that the Borrower and each ERISA Affiliate is required, under applicable Laws or under the governing documents, to have paid as a contribution to or a benefit under each Plan. The liability of the Borrower and each ERISA Affiliate with respect to each Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under any Plan. With respect to each Plan that is intended to be qualified under Code Section 401(a), (a) the Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the Plan and any associated trust have received a favorable determination letter or opinion letter from the IRS stating that the Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the Plan qualifies under Code Section 401(k), unless the Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of the Borrower or any ERISA Affiliate with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets. Neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Se...
US Employee Benefit Plans. (i) Teleglobe has listed in Section 3.2(s) of the Teleglobe Disclosure Schedule all employee benefit plans (as defined in Section 3(3) of ERISA) and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar US employee benefit plans, and all unexpired severance agreements, written or otherwise, for the benefit of, or relating to, any current or former US employee of Teleglobe or any trade or business (whether or not incorporated) which is a member or which is under common control with Teleglobe within the meaning of Section 414 of the Code, or any Subsidiary of Teleglobe (together, the "US Teleglobe Employee Plans").
(ii) With respect to each US Teleglobe Employee Plan, Teleglobe has made available to Excel, a true and correct copy of (w) the most recent annual report (Form 5500) filed with the IRS, (x) such US Teleglobe Employee Plan, (y) each trust agreement and group annuity contract, if any, relating to such US Teleglobe Employee Plan and (z) the most recent actuarial report or valuation relating to a US Teleglobe Employee Plan subject to Title IV of ERISA.
(iii) With respect to the US Teleglobe Employee Plans, individually and in the aggregate, such plans are being administered in accordance with their terms and applicable Laws and no event has occurred, and to the actual knowledge of the executive officers of Teleglobe, there exists no condition or set of circumstances in connection with which Teleglobe could be subject to any liability which would have a Material Adverse Effect on Teleglobe under ERISA, the Code or any other applicable Law.
(iv) With respect to the US Teleglobe Employee Plans, individually and in the aggregate, there are no funded benefit obligations for which contributions have not been made or properly accrued and there are no unfunded benefit obligations which have not been accounted for by reserves, or otherwise properly footnoted in accordance with Canadian GAAP, on the financial statements of Teleglobe contained in the Teleglobe Disclosure Documents, except for any such funded or unfunded benefit obligations which are not reasonably likely to have a Material Adverse Effect on Teleglobe.
(v) Except as disclosed in Teleglobe Disclosure Documents filed prior to the date of this Agreement, and except as provided for in this Agreement, neither Teleglobe nor any of its Subsidiaries is a party to any oral or written (x) agreement with any US officer or other US key...
US Employee Benefit Plans. Except as otherwise indicated below, prior to the Closing Date, OMG shall take, or cause to be taken, the following actions with respect to the employee benefit plans maintained by DMC2 Degussa Metals Catalysts Cerdec Corporation ("DMC2 Corp");
(i) The DMC2 Degussa Metals Catalysts Cerdec Corporation Savings & Investment Plan shall be amended to provide that the liabilities attributable to participants related to the OMG Businesses and Associated Assets shall be spun off as of the Closing Date into a defined contribution plan established and maintained by OMG and the assets attributable thereto shall be transferred to a trust maintained in conjunction with such defined contribution plan as soon as practicable after the Closing Date.
(ii) The DMC2 Degussa Metals Catalysts Cerdec Corporation 401(k) Restoration Plan (the "401(k) Restoration Plan") shall be amended to provide for the transfer of the liabilities attributable to participants related to the OMG Businesses and Associated Assets to a nonqualified top-hat plan maintained by OMG. The rabbi trust maintained in conjunction with the 401(k) Restoration Plan shall be split with any assets attributable to the liabilities being transferred to a rabbi trust maintained by OMG as soon as practicable after the Closing Date.
(iii) The DMC2 Degussa Metals Catalysts Cerdec Corporation Pension Plan shall be amended to provide for (A) the cessation of benefit accruals thereunder as of the Closing Date for any employee of the Ferro Businesses; (B) the closing of coverage thereunder as of the Closing Date with respect to employees of the Ferro Businesses; (C) the spin-off and transfer of the assets and liabilities with respect to participants related to the Ferro Businesses as of the Closing Date into a defined benefit plan or plans maintained and designated by Ferro; and (D) the sponsorship of such plan by OMG as of the Closing Date. Such transfer shall occur as soon as practicable after the Closing Date and shall comply with the provisions of Section 414(l) of the Internal Revenue Code of 1986, as amended (the "Code"), relating to plan transfers within the same controlled group.
(iv) The DMC2 Degussa Metals Catalysts Cerdec Corporation Pension Restoration Plan shall be amended to provide for (A) the cessation of benefit accruals thereunder as of the Closing Date for any participant who is an employee of the Ferro Businesses; (B) the closing of coverage thereunder as of the Closing Date with respect to employees of t...
US Employee Benefit Plans of the Disclosure Schedule lists (a) (i) all employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), (ii) all other retirement or deferred compensation plans, incentive compensation plans, stock plans, unemployment compensation plans, vacation pay, severance pay, bonus or benefit arrangements, insurance or hospitalization programs and (iii) all other fringe benefit arrangements, in the case of each of (ii) and (iii), for any current or former employee, director, consultant or agent, whether pursuant to contract, arrangement, custom or informal understanding, which does not constitute an employee benefit plan and which provides benefits to employees in the U.S. or which is subject to U.S. law and (b) all employment (excluding offer letters to at-will employees) or consulting agreements, which relate to or cover employees of the Business or with respect to which the Business has any liability or contingent liability (the "Benefit Plans"). The Investor has been supplied to the extent applicable true and complete copies of all Benefit Plans and all contracts relating thereto, or to the funding thereof, including, without limitation, all trust agreements, insurance contracts, administration contracts, investment management agreements, subscription and participation agreements, and recordkeeping agreements, each as in effect on the date hereof. In the case of any Benefit Plan which is not in written form, the Investor has been supplied with an accurate description of such Benefit Plan as in effect on the date hereof.
US Employee Benefit Plans. (a) Section 2.19(a) of the Seller Disclosure Schedule sets forth a true and complete list of each U.S. Benefit Plan, specifically indicating which of such plans are Company Sponsored Plans and which of such plans are PEO Sponsored Plans.
(b) Neither the Company nor any ERISA Affiliate (as defined herein) maintains, contributes to, or has any liability or potential liability with respect to any (i) plan subject to Title IV of ERISA, (ii) multiple employer plan, including any multiple employer welfare arrangement (as defined in Section 3(40) of ERISA), (iii) voluntary employees’ beneficiary association (within the meaning of Section 501(c)(9) of the Code), or (iv) welfare benefit fund (within the meaning of Section 419 of the Code). “ERISA Affiliate” means any entity or organization that constitutes or has constituted all or part of a controlled group or has been or is under common control with, or whose employees were or are treated as employed by, the Company, any Subsidiary and/or any predecessor of any of them, under Section 414 of the Code, and the regulations thereunder.
US Employee Benefit Plans. (a) As at the date of this Agreement no US Obligor has a "multiemployer plan" (as defined in the definition of Employee Benefit Plan) and no Employee Benefit Plan of any US Obligor is subject to Title IV of ERISA.
(b) Each Employee Benefit Plan is in compliance in form and operation and in all other material respects with the applicable provisions of ERISA, the Code and any other applicable Federal or US state law, and no event or condition has occurred or exists concerning such Employee Benefit Plan which any US Obligor or any ERISA Affiliate thereof would be under an obligation to report to the Agent in accordance with Clause 13.3.8(e).
US Employee Benefit Plans. (a) The Company Disclosure Letter sets forth a complete and correct list of (i) all employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) all Company Benefit Arrangements, (iii) all employee benefit plans for which the Company or any Company Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated and (iv) all plans in respect of which the Company or any Company Subsidiary could incur liability under Section 4212(c) of ERISA, in each case that are maintained, contributed to or sponsored by the Company or any Company Subsidiary on behalf of current or former directors, officers, consultants or employees of the Company or any Company Subsidiary that are governed by United States law (collectively, the “U.S. Company Benefit Plans”).
(b) With respect to each U.S. Company Benefit Plan, to the extent applicable, the Company has furnished Parent with a complete and accurate copy of (i) the plan document or other governing contract, as amended, (ii) the most recently distributed summary plan description and summary of material modifications, (iii) the most recently received determination letter from the United States Internal Revenue Service (the “IRS”)and (iv) the most recent annual report filed on Internal Revenue Service Form 5500.
(c) The U.S. Company Benefit Plans have been operated and administered, and have received contributions, in all material respects in accordance with their terms and the applicable requirements of the Code and applicable Law, and nothing has occurred with respect to the operation of the U.S. Company Benefit Plans that would cause the imposition of any penalty or excise tax to the Company or to any Company Subsidiary under ERISA or the Code.
(d) Except as disclosed in the Company Disclosure Letter, no Company Benefit Plan is subject to Section 412 of the Code or Title IV of ERISA, or a multiemployer plan within the meaning of Section 3(37)(A) of ERISA.
(e) Except as disclosed in the Company Disclosure Letter, none of the Company or any Company Subsidiary maintain or have an obligation to contribute to, or provide coverage under, any retiree life or retiree health plans or arrangements which provide for continuing benefits or coverage for current or former officers, directors or employees of the Company or any Company Subsidiary, except (i) as may be required under part 6, Subtitle B of Title I of ...
US Employee Benefit Plans. For the purposes of this Section 3.2(l), the following definitions shall apply:
US Employee Benefit Plans. The Company has no employees in the United States and no employee benefit plan governed by United States law.
US Employee Benefit Plans. (i) Schedule 2.2(r) lists all U.S. Pension Plans and U.S. Welfare Plans which are maintained or contributed to by the Company. Each U.S. Pension Plan which is intended to be “qualified” within the meaning of Section 401(a) of the Code has been determined by the Internal Revenue Service (the “IRS”) to be so qualified and each trust created thereunder has been determined by the IRS to be tax exempt under Section 501 (a) of the Code. No “prohibited transaction,” as such term is defined in Section 406 of ERISA, has occurred with respect to any U.S. Pension Plan or U.S. Welfare Plan. No breach of fiduciary responsibility under Part 4 of Title I of ERISA has occurred which has resulted or may result in liability to the Company, any trustee, administrator or fiduciary of any U.S. Pension Plan or U.S. Welfare Plan. The Company does not maintain or contribute to a “Multiemployer Plan,” as such term is defined in Section 4001(a)(3) of ERISA.
(ii) The Company has made available to Purchasers true and complete copies of the following documents, as they have been amended to the date hereof, relating to each U.S. Pension Plan and U.S. Welfare Plan: (A) all plan documents; (B) the current summary plan description for each U.S. Pension Plan and U.S. Welfare Plan; (C) the Form 5500, if applicable, for the most recent plan year; and (D) all insurance contracts.
(iii) With respect to each U.S. Pension Plan and U.S. Welfare Plan, as applicable, except as would not, individually or in the aggregate, have a Material Adverse Effect: (A) the Company has performed all obligations required to be performed by such entity thereunder and the Company is not in default under or in violation thereof; and (B) each U.S. Pension Plan and U.S. Welfare Plan has been established, operated, maintained and performed in compliance with its terms, ERISA, the Code and all other applicable Laws, statutes, orders, rules and regulations. There are no actions, proceedings, arbitrations, investigations, suits or claims pending, or to best of PI’s knowledge threatened or anticipated (other than routine, non-material claims for benefits) with respect to any U.S. Pension Plan or U.S. Welfare Plan. No U.S. Pension Plan or U.S. Welfare Plan is under audit or investigation by the IRS, the Department of Labor or the Pension Benefit Guarantee Corporation, and to the best of PI’s knowledge, no such audit or investigation is pending or threatened.
(iv) The Company does not maintain or contribute to any U.S. Pensi...
