Common use of Welfare and Benefit Plans Clause in Contracts

Welfare and Benefit Plans. Each of the severance pay, vacation, sick leave, fringe benefit, medical, dental, life insurance, disability or other welfare plans, savings, profit sharing or other retirement plans and all bonus or other incentive plans, contracts, arrangements or practices (collectively, excluding ordinary commissions and compensation paid to employees for their services, the "Plans") maintained or contributed to by the Company or its Affiliates and in which any one or more of the current or former employees of the Company or its Affiliates (including beneficiaries of employees or former employees) participates or is eligible to participate which is intended to be "qualified" within the meaning of section 401(a) of the Code and any trust maintained in connection with any of the Plans which trust is intended to be so exempt under section 501(a) of the Code has been determined by the IRS to be so qualified and exempt, as the case may be, and such determinations have not been modified, revoked or limited and nothing has occurred (or failed to occur) since the receipt of such determination letters that would adversely affect any such Plan's qualification or any such trust's exempt status. The Company neither maintains nor is obligated to provide benefits under any life, medical or health plan that provides benefits to retirees or other terminated employees other than (i) benefit continuation rights under COBRA, (ii) benefits under insured plans maintained by the Company provided in the event an employee is disabled at the time of termination of the employee's employment with the Company, and (iii) the conversion privileges provided under such insured plans. The Company does not maintain any unfunded deferred compensation arrangement with respect to any employee or former employee, which has not been properly accrued on the financial statements included in the Company SEC Reports. There are no current or former Plan Affiliates. Except as set forth on the Company Disclosure Letter or as otherwise contemplated by SECTION 6.9, the consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee of the Company to severance pay, unemployment compensation or any other payment, (ii) accelerate the time of payment or vesting of any payment, forgive any indebtedness, or increase the amount of any compensation due to any such employee or former employee, or (iii) give rise to the payment of any amount that would not be deductible pursuant to the terms of section 280G of the Code.

Welfare and Benefit Plans. Each The Company has provided the Investor Group with a list of the all severance pay, vacation, sick leave, fringe benefit, medical, dental, life insurance, disability or other welfare plans, savings, profit sharing or other retirement plans and all bonus or other incentive plans, contracts, arrangements or practices (collectively, excluding ordinary commissions and compensation paid to employees for their services, the "Plans") maintained or contributed to by the Company or its Affiliates and in which any one or more of the current or former employees of the Company or its Affiliates (including beneficiaries of employees or former employees) participates or is eligible to participate and each other Plan in which any one or more current or former employees of the Company or its Affiliates (including beneficiaries of employees or former employees) has participated within the immediately preceding five years and for which benefits accrue or the Company or its Affiliates otherwise incur or may incur any material costs in any current or future period. The Company has furnished or made available to the Investor Group true and complete copies of all Plans currently in effect that have been reduced to writing, and written summaries of the material terms of all unwritten Plans currently in effect. All Plans are in compliance with all applicable provisions of ERISA, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All material reports or other documents required by law or contract to be filed with any governmental agency, or distributed to Plan participants or beneficiaries, with respect to the Plans have been timely filed or distributed. Neither the Company nor any Plan Affiliate nor any trustee or any other fiduciary of any of the Plans has engaged in any prohibited transaction within the meaning of sections 406 and 407 of ERISA or section 4975 of the Code with respect to any of the Plans that has occurred during the six-year period preceding the date of this Agreement. The Company and the Plan Affiliates have not, during the past six years, maintained, or been obligated to contribute to, or incurred any liability with respect to, a Plan that is subject to the provisions of Title IV of ERISA, and neither the Company, nor any Plan Affiliate, has incurred any liability under section 4201 of ERISA with respect to any "multi-employer plan" (as such term is defined in section 4001(a)(3) of ERISA) or any other plan subject to Title IV of ERISA, and the consummation of the transactions contemplated by this Agreement will not constitute a complete or partial withdrawal from or with respect to any such "multi-employer plan" or other plan subject to Title IV of ERISA or any collective bargaining agreement to which the Company is a party or by which the Company is bound or otherwise give rise to any liability of the Company in connection therewith. Each of the Plans maintained by the Company which is intended to be "qualified" within the meaning of section 401(a) of the Code and any trust maintained in connection with any of the Plans which trust is intended to be so exempt under section 501(a) of the Code has been determined by the IRS to be so qualified and exempt, as the case may be, and such determinations have not been modified, revoked or limited and nothing has occurred (or failed to occur) since the receipt of such determination letters that would adversely affect any such Plan's qualification or any such trust's exempt status. The Company neither maintains nor is obligated to provide benefits under any life, medical or health plan that provides benefits to retirees or other terminated employees other than (ia) benefit continuation rights under COBRA, (iib) benefits under insured plans maintained by the Company provided in the event an employee is disabled at the time of termination of the employee's employment with the Company, and (iiic) the conversion privileges provided under such insured plans. The Company has complied with all of its material obligations under COBRA, and will not incur any liability in connection with the benefit continuation rights under COBRA with respect to its employees or any other employees. No Plan is a multiple employer welfare arrangement. Any Plan that is funded through a "welfare benefit fund" as defined in section 419(e) of the Code has complied and continues to comply with all material requirements of section 419 and 419A of the Code and regulations thereunder. The Company does not maintain any unfunded deferred compensation arrangement with respect to any employee or former employee, which has not been properly accrued on the financial statements included in the Latest Company SEC ReportsReport. There are no current or former Plan Affiliates. Except as set forth on the Company Disclosure Letter or as otherwise contemplated by SECTION 6.9Section 5.10, the consummation of the transactions contemplated by this Agreement will not (ia) entitle any current or former employee of the Company to severance pay, unemployment compensation or any other payment, (iib) accelerate the time of payment or vesting of any payment, forgive any indebtedness, or increase the amount of any compensation due to any such employee or former employee, or (iiic) give rise to the payment of any amount that would not be deductible pursuant to the terms of section 280G of the Code.

Welfare and Benefit Plans. Each Section 2.14 of the Disclosure Schedule contains a list of all severance pay, vacation, sick leave, fringe benefit, medical, dental, life insurance, disability or other welfare plans, savings, profit sharing or other retirement plans and all bonus or other incentive plans, contracts, arrangements or practices (collectively, excluding ordinary commissions and compensation paid to employees for their services, the "Plans") maintained or contributed to by the Company or its Affiliates and in which any one or more of the current or former employees of the Company or its Affiliates (including beneficiaries of employees or former employees) participates or participates, is eligible to participate or has participated and with respect to which is intended the Company has any Liabilities. The Shareholders have furnished the Buyer with true and complete copies of all written Plans and written summaries of the material terms of all unwritten Plans. No communications have been made indicating or agreeing that the terms of any such Plan are different than the terms as set forth in such copies or summaries of such Plan. All Plans are in compliance with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, and the regulations issued thereunder ("ERISA"), as well as with all other applicable federal, state and local statutes, ordinances and regulations. All reports or other documents required by law or contract to be "qualified" filed with any governmental agency, or distributed to Plan participants or beneficiaries, with respect to the Plans have been timely filed or distributed. Neither the Company, nor the Shareholders, nor any Company Plan Affiliates (as hereinafter defined) nor any trustee or any other fiduciary of any of the Plans have engaged in any prohibited transaction within the meaning of sections 406 and 407 of ERISA or section 401(a) 4975 of the Code and any trust maintained in connection with respect to any of the Plans which trust is intended to be so exempt under section 501(a) that has occurred. Except as disclosed in Section 2.14 of the Code Disclosure Schedule, the Company has not maintained, or been determined by obligated to contribute to, a Plan that is subject to the IRS to be so qualified and exempt, as the case may beprovisions of Title IV of ERISA, and such determinations have not been modified, revoked or limited and nothing has occurred (or failed to occur) since the receipt of such determination letters that would adversely affect any such Plan's qualification or any such trust's exempt status. The Company neither maintains nor is obligated to provide benefits under any life, medical or health plan that provides benefits to retirees or other terminated employees other than (i) benefit continuation rights under COBRA, (ii) benefits under insured plans maintained by the Company provided in the event an employee is disabled at the time of termination of the employee's employment with the Company, and (iii) the conversion privileges provided under such insured plans. The Company does not maintain any unfunded deferred compensation arrangement with respect to any employee or former employee, which has not been properly accrued on the financial statements included in the Company SEC Reports. There are no current or former Plan Affiliates. Except as set forth on the Company Disclosure Letter or as otherwise contemplated by SECTION 6.9, the consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee of the Company to severance pay, unemployment compensation or any other payment, entity with whom the Company is under common control (ii) accelerate the time of payment or vesting of any payment, forgive any indebtedness, or increase the amount of any compensation due to any such employee or former employee, or (iii) give rise to the payment of any amount that would not be deductible pursuant to the terms of section 280G of the Code.as such

Welfare and Benefit Plans. Each Schedule 3.1.22 is a list of the all severance pay, vacation, sick leave, fringe benefit, medical, dental, life insurance, disability or other welfare plans, savings, profit sharing or other retirement plans and all bonus or other incentive plans, contracts, arrangements or practices (collectively, excluding ordinary commissions and compensation paid to employees for their services, the "Plans") maintained or contributed to by the Company or its Affiliates Sellers and in which any one or more of the current or former employees of the Company or its Affiliates Sellers (including beneficiaries of employees or former employees) participates or participates, is eligible to participate or has participated within the immediately preceding six years. Sellers have furnished Buyer with true and complete copies of all Plans that have been reduced to writing, and written summaries of the material terms of all unwritten Plans. All Plans are in compliance with all applicable provisions of ERISA, as well as with all other applicable federal, state and local statutes, ordinances and regulations. All material reports or other documents required by law or contract to be filed with any Governmental Entity, or distributed to Plan participants or beneficiaries, with respect to the Plans have been timely filed or distributed. Neither the Sellers nor any Plan Affiliates (as hereinafter defined) nor any trustee or any other fiduciary of any of the Plans have engaged in any prohibited transaction within the meaning of sections 406 and 407 of ERISA or section 4975 of the Code with respect to any of the Plans that has occurred during the six-year period preceding the date of this Agreement. Except as disclosed in Schedule 3.1.22, no Seller or any current or former Plan Affiliates has, during the past six years, maintained, or been obligated to contribute to, or incurred any liability with respect to, a Plan that is subject to the provisions of Title IV of ERISA, and neither of Sellers nor any Plan Affiliate has incurred any liability under section 4201 of ERISA with respect to any "multi-employer plan" (as such term is defined in section 4001(a)(3) of ERISA) or any other plan subject to Title IV of ERISA, and the consummation of the transactions contemplated by this Agreement will not constitute a complete or partial withdrawal from or with respect to any such "multi-employer plan" or other plan subject to Title IV of ERISA or any collective bargaining agreement to which either of Sellers is a party or by which the Seller is bound or otherwise give rise to any liability of either of Sellers in connection therewith. Each of the Plans maintained by either of Sellers which is intended to be "qualified" within the meaning of section 401(a) of the Code and any trust maintained in connection with any of the Plans which trust is intended to be so exempt under section 501(a) of the Code has been determined by the IRS to be so qualified and exempt, as the case may be, and such determinations have not been modified, revoked or limited and nothing has occurred (or failed to occur) since the receipt of such determination letters that would adversely affect any such Plan's qualification or any such trust's exempt status. The Company neither Neither of Sellers maintains nor is obligated to provide benefits under any life, medical or health plan that provides benefits to retirees or other terminated employees other than (i) benefit continuation rights under COBRA, (ii) COBRA and benefits under insured plans maintained by the Company Seller provided in the event an employee is disabled at the time of termination of the employee's employment with the Company, either of Sellers and (iii) the conversion privileges provided under such insured plans. The Company does Each of Sellers has complied with all of its obligations under COBRA, and will not maintain incur any liability in connection with the benefit continuation rights under COBRA with respect to its employees or any other employees. No Plan is a multiple employer welfare arrangement. Any Plan that is funded through a "welfare benefit fund" as defined in section 419(e) of the Code has complied and continues to comply with all requirements of section 419 and 419A of the Code and regulations thereunder. Neither of Sellers maintains any unfunded deferred compensation arrangement with respect to any employee or former employee. All wages, which salaries or other compensation payable pursuant to any Plan or other compensation arrangement has not been properly accrued on paid or will be paid in full prior to the financial statements included Closing and no amounts will be due and owing to any person, other than routine payments in the Company SEC Reports. There are no current or former Plan Affiliates. Except as set forth on the Company Disclosure Letter or as otherwise contemplated by SECTION 6.9, the consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee of the Company to severance pay, unemployment compensation or any other payment, (ii) accelerate the time of payment or vesting of any payment, forgive any indebtedness, or increase the amount of any compensation due to any such employee or former employee, or (iii) give rise to the payment of any amount that would not be deductible pursuant to the terms of section 280G of the Codeordinary course.

Welfare and Benefit Plans. Each Section 2.14 of the Disclosure Schedule contains a list of all severance pay, vacation, sick leave, fringe benefit, medical, dental, life insurance, disability or other welfare plans, savings, profit sharing or other retirement plans and all bonus or other incentive plans, contracts, arrangements or practices (collectively, excluding ordinary commissions and compensation paid to employees for their services, the "Plans") maintained or contributed to by the Company or its Affiliates and in which any one or more of the current or former employees of the Company or its Affiliates (including beneficiaries of employees or former employees) participates or participates, is eligible to participate or has participated and with respect to which the Company has any Liabilities. The Shareholders have furnished the Buyer with true and complete copies of all written Plans and written summaries of the material terms of all unwritten Plans as in affect on the date hereof, including but not limited to, the Nationwide Life Insurance Company Group Annuity Contract, the funding vehicle under the Company's 401(k) Plan. No communications have been made indicating or agreeing that the terms of any such Plan are different than the terms as set forth in such copies or summaries of such Plan. All Plans are in compliance in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974, as amended, and the regulations issued thereunder ("ERISA"), as well as with all other applicable federal, state and local statutes, ordinances and regulations. All reports or other documents required by law or contract to be filed with any governmental agency, or distributed to Plan participants or beneficiaries, with respect to the Plans have been timely filed or distributed. Neither the Company, nor the Shareholders, nor any Company Plan Affiliates (as hereinafter defined) nor any trustee or any other fiduciary of any of the Plans have engaged in any prohibited transaction within the meaning of sections 406 and 407 of ERISA or section 4975 of the Code with respect to any of the Plans that has occurred. Except as disclosed in Section 2.14 of the Disclosure Schedule, the Company has not maintained, or been obligated to contribute to, a Plan that is subject to the provisions of Title IV of ERISA, and the Company, or any other entity with whom the Company is under common control (as such term is used in section 4001(b) of ERISA), has not incurred any Liability under section 4201 of ERISA with respect to any "multi-employer plan" (as such term is defined in section 4001(a)(3) of ERISA) or any other plan subject to Title IV of ERISA, and the consummation of the transactions contemplated by this Agreement and the other Transaction Documents will not constitute a complete or partial withdrawal from or with respect to any such "multi-employer plan" or other plan subject to Title IV of ERISA or any collective bargaining agreement to which the Company is a party or by which the Company is bound or otherwise give rise to any Liability of the Company in connection therewith. Each of the Plans maintained by the Company which is intended to be "qualified" within the meaning of section 401(a) of the Code and any trust maintained in connection with any of the Plans which trust is intended to be so exempt under section 501(a) of the Code (a) has been determined by the IRS to be so qualified and exempt, as the case may be, and such determinations have not been modified, revoked or limited and nothing has occurred (or failed to occur) since the receipt of such determination letters that would adversely affect any such Plan's qualification or any such trust's exempt status. The Company neither maintains nor is obligated to provide benefits under any life, medical or health plan that provides benefits to retirees or other terminated employees other than (i) benefit continuation rights under COBRA, (ii) benefits under insured plans maintained by the Company provided in the event an employee is disabled at the time of termination of the employee's employment with the Company, and (iii) the conversion privileges provided under such insured plans. The Company does not maintain any unfunded deferred compensation arrangement with respect to any employee or former employee, which has not been properly accrued on the financial statements included in the Company SEC Reports. There are no current or former Plan Affiliates. Except as set forth on the Company Disclosure Letter or as otherwise contemplated by SECTION 6.9, the consummation of the transactions contemplated by this Agreement will not (i) entitle any current or former employee of the Company to severance pay, unemployment compensation or any other payment, (ii) accelerate the time of payment or vesting of any payment, forgive any indebtedness, or increase the amount of any compensation due to any such employee or former employee, or (iii) give rise to the payment of any amount that would not be deductible pursuant to the terms of section 280G of the Code.or