Employee Matters and Benefit Plans. (a) Section 6.17(a) of the HealthAxis Disclosure Letter contains an accurate and complete list of each Employee Agreement and Employee Plan of HealthAxis (including for each such plan a description of any of the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement of the value of any of the benefits of which will be calculated on the basis of any transactions contemplated by this Agreement). Except as set forth in Section 6.17(a) of the HealthAxis Disclosure Letter, neither HealthAxis nor any of the HealthAxis Subsidiaries or Affiliates has any announced plan or commitment, whether legally binding or not, to establish any new Employee Plan or Employee Agreement, to modify any Employee Plan or Employee Agreement (except to the extent required by law or to conform any such Employee Plan or Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to BPOMS in writing, or as required by this Agreement), or to enter into any Employee Plan or Employee Agreement, nor does it have any intention or commitment to do any of the foregoing.
(b) HealthAxis has provided or made available to BPOMS correct and complete copies of all material documents embodying or relating to each HealthAxis Employee Plan and Employee Agreement including: (i) all amendments thereto; (ii) the most recent annual actuarial valuations, if any, prepared for each HealthAxis Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules thereto), if any, required under ERISA or the Code in connection with each HealthAxis Employee Plan or related trust; (iv) if the HealthAxis Employee Plan is funded, the most recent annual and periodic accounting of Employee Plan assets; (v) the most recent summary plan description together with the most recent summary of material modifications, if any, required under ERISA with respect to each HealthAxis Employee Plan; (vi) all IRS determination letters and rulings relating to HealthAxis Employee Plans and copies of all applications and correspondence to or from the IRS or DOL with respect to any HealthAxis Employee Plan; and (vii) all communications material to any Employee or Employees relating to any HealthAxis Employee Plan and any proposed HealthAxis Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, accel...
Employee Matters and Benefit Plans. (a) Other than as disclosed in the SEC Documents, each member of the Company Group (including any applicable ERISA Affiliate) (i) is in compliance in all material respects with applicable Legal Requirements and contracts relating to employment, employment practices, wages, bonuses and other compensation matters and terms and conditions of employment related to its Employees; (ii) has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any material default or violation by any other party to each Company Employee Plan and Employment Agreement. Each Company Employee Plan and Employment Agreement has been established, maintained and administered in all material respects in accordance with its terms and in any applicable Legal Requirements, (including ERISA). As of the date hereof, there are no audits, inquiries or proceedings pending or, to the Company’s knowledge, threatened by any Governmental Entity (including any Tax authority) with respect to any Company Employee Plan. No Company Employee Plan has unfunded liabilities (other than routine payments, deductions or withholdings to be timely made in the normal course of business and consistent with past practice), that as of the Pre-Closing, will not be offset by insurance or fully accrued.
(b) No ERISA Affiliate of the Company has ever maintained, established, sponsored, participated in, contributed to, or is obligated to contribute to, or otherwise incurred any obligation or liability (including any contingent liability) under any “multiemployer plan”, as defined in Section 3(37) of ERISA, any plan subject to Title IV of ERISA or Section 412 of the Code, any multiple employer plan (as defined in ERISA or the Code), or any “funded welfare plan” within the meaning of Section 419 of the Code. Any Company Employee Plan intended to be qualified under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either timely applied for or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified status from the IRS. For each Company Employee Plan that is intended to be qualified under Section 401(a) of the Code, there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status, except such events, conditions or circumstances which could be corrected without...
Employee Matters and Benefit Plans. 31 2.21 Employees................................................................................ 35 2.22
Employee Matters and Benefit Plans. (a) Each employment, deferred compensation, pension, stock option, stock purchase, stock appreciation right, equity-based compensation, incentive, profit-sharing or retirement plan, arrangement or agreement, each medical, vacation, retiree medical, severance pay plan, and each other agreement (including any severance, change in control or similar agreement) or fringe or other material benefit or compensation plan, program, agreement or arrangement, (x) in each case that is sponsored or maintained by a Seller in connection with the Business or any Purchased Entity, that affects or covers any current or former employee, officer, director, contractor or agent of the applicable Seller in connection with the Business or any Purchased Entity and under which the applicable Seller or Purchased Entity has any Liability in connection with the Business or (y) with respect to which the applicable Seller contributes with respect to the Business or any Purchased Entity has any Liability (including, “employee benefit plans” within the meaning of Sections 3(1), 3(2) and 3(3) of ERISA) (each a “Company Plan” and collectively, the “Company Plans”) has been listed on Section 4.12(a) of the Disclosure Schedule. True and complete copies of the following have been Made Available to Purchaser by Honeywell: (i) the most recent copy of the Company Plans, including any trust instruments and all amendments thereto, (ii) the most recent annual reports filed on Form 5500, including all required schedules for each Company Plan required to file an annual report, (iii) the most recent determination letter issued by the Internal Revenue Service for each Company Plan that is intended to be “qualified” under Section 401(a) of the Code, (iv) the most recent summary plan description and any summary of material modifications, as required, for each Company Plan, (v) the most recent actuarial reports, if any, relating to each Company Plan, and (vi) the most recent actuarial valuation, study or estimate of any Company Plan that is a retiree medical and life insurance benefits plan or supplemental retirement benefits plan.
(b) Each Company Plan that is intended to qualify under Section 401(a) of the Code has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under Section 501(a) of the Code and nothing has occurred that would adversely affect such qualification or exempt status. Except as set forth in Section 4....
Employee Matters and Benefit Plans. 25 3.24 Insurance........................................................................ 30 3.25
Employee Matters and Benefit Plans. (a) The following terms shall have the meanings set forth below:
Employee Matters and Benefit Plans. 30 3.13 S-4; Joint Proxy Statement/Prospectus........................................32 3.14 Restrictions on Business Activities..........................................32 3.15 Title to Property; Condition of Equipment....................................33 3.16 Taxes........................................................................33 3.17 Brokers......................................................................35 3.18
Employee Matters and Benefit Plans. (a) With the exception of the definition of “Affiliate” set forth in Section 5.17(a)(i) below (which definition shall apply only to this Section 5.17 and Section 6.17), for purposes of this Agreement, the following terms shall have the meanings set forth below:
Employee Matters and Benefit Plans. 21 -i- TABLE OF CONTENTS (CONTINUED) PAGE ----
Employee Matters and Benefit Plans. (a) 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 affects or covers any Employee in the United States Business (other than statutory plans) has been listed on Section 3.12(a) of the Disclosure Schedule (each a “U.S. Benefit Plan” and collectively, the “U.S. Benefit Plans”). To the Knowledge of Honeywell, a complete and accurate copy of each U.S. Benefit Plan and the current summary plan description, if any of each U.S. Benefit Plan has been Made Available to Purchaser. Neither the Seller nor any Transferred Entity has any commitment, to create, incur liability with respect to, or cause to exist, any employee benefit plans, programs or arrangements which would constitute U.S. Benefit Plans.
(b) 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 that is maintained or sponsored by a Seller or a Transferred Entity and that affects or covers any Employee employed in the Non-United States Business has been listed on Section 3.12(b) of the Disclosure Schedule (other than statutory plans) (each a “Foreign Benefit Plan” and collectively, the “Foreign Benefit Plans”). To the Knowledge of Honeywell, a complete and accurate copy of each Foreign Benefit Plan has been Made Available to Purchaser. Neither the Seller nor any Transferred Entity has any commitment to create, incur liability with respect to, or cause to exist, any employee benefit plan, program or arrangement which would constitute a Foreign Benefit Plan.
(c) Neither Honeywell nor any Affiliate has incurred any liability ...
