Welfare Plans and Pension Plans. Each Welfare Plan and Pension Plan in which employees of the Company or a Subsidiary located in the U.S. participate is listed in Schedule 5.16 (a) (each, a “Company Plan”), and Aon has made available to Buyer either a true and correct copy of each such plan or a summary plan description used in connection with such plan. With respect to each Welfare Plan and Pension Plan in which employees of the Company or a Subsidiary participate, (i) such plan has been maintained and operated in material compliance with the applicable requirements of the Code, ERISA, the regulations issued thereunder and any other Requirements of Law and (ii) as of the date hereof, no litigation or asserted claims against the Company exist with respect to any such plan (other than claims for benefits in the normal course of business) which would reasonably be expected to result in a material liability to the Company or any Subsidiary. The Company and the Subsidiaries do not have, and have never had, any obligation to contribute to any Multiemployer Plan or union-sponsored welfare fund with respect to its employees located in the U.S. None of the Company, the Subsidiaries or any of their ERISA Affiliates has incurred or would reasonably be expected to incur any material liability under or pursuant to Title IV of ERISA with respect to its employees located in the U.S. Each Company Plan and each Company Employment Agreement that is subject to Section 409A of the Code has been operated in compliance, in all material respects, with Section 409A of the Code.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Ace LTD), Stock Purchase Agreement (Aon Corp)
Welfare Plans and Pension Plans. Each Welfare Plan and Pension Plan in which employees of the Company or a Subsidiary located Companies employed at locations in the U.S. United States participate is listed in Schedule 5.16 (a5.16(a) (each, a “Company Plan”), and Aon has made available to Buyer either a true and correct copy of each such plan or and, if applicable, a summary plan description used in connection with such plan. With To the Knowledge of Aon, with respect to each Welfare Plan and Pension Plan in which employees of the Company or a Subsidiary Companies participate, (i) such plan has been maintained and operated in compliance in all material compliance respects with the applicable requirements of the Code, ERISA, the regulations issued thereunder and any other Requirements of Law and (ii) as of the date hereof, no litigation or asserted claims against the Company Companies exist with respect to any such plan (other than claims for benefits in the normal course of business) which would reasonably be expected to result in a material liability to the Company or any Subsidiary). The Company and the Subsidiaries Companies do not have, and have never had, any obligation to contribute to any Multiemployer Plan or union-sponsored welfare fund with respect to its employees located in the U.S. fund. None of the Company, the Subsidiaries or Companies and any of their ERISA Affiliates has incurred or would reasonably be expected to incur any material liability under or pursuant to Title IV of ERISA with respect to its employees located employed at locations in the U.S. Each Company Plan and each Company Employment Agreement United States that is subject would reasonably be expected to Section 409A of the Code has been operated in compliance, in all material respects, with Section 409A of the Codehave a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Aon Corp)
Welfare Plans and Pension Plans. Each Welfare Plan and Pension Plan in which employees of the Company Companies or a Subsidiary located in the U.S. participate is listed in Schedule 5.16 (a5.16(a) (each, a “Company Plan”), and Aon has made available to Buyer either a true and correct copy of each such plan or a summary plan description used in connection with such plan. With To the Knowledge of Aon, with respect to each Welfare Plan and Pension Plan in which employees of the Company Companies or a Subsidiary participate, (i) such plan has been maintained and operated in material compliance with the applicable requirements of the Code, ERISA, the regulations issued thereunder and any other Requirements of Law and (ii) as of the date hereof, no litigation or asserted claims against the Company Companies exist with respect to any such plan (other than claims for benefits in the normal course of business) which which, in the case of clause (i) or (ii), would reasonably be expected to result in have a material liability to the Company or any SubsidiaryMaterial Adverse Effect. The Company Companies and the Subsidiaries do not have, and have never had, any obligation to contribute to any Multiemployer Plan or union-sponsored welfare fund with respect to its employees located in the U.S. employees. None of the CompanyCompanies, the Subsidiaries or any of their ERISA Affiliates has incurred or would reasonably be expected to incur any material liability under or pursuant to Title IV of ERISA with respect that would reasonably be expected to its employees located in the U.S. Each Company Plan and each Company Employment Agreement that is subject to Section 409A of the Code has been operated in compliance, in all material respects, with Section 409A of the Codehave a Material Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Aon Corp)