Pension and Employee Benefits. (a) Each of the Company, each Subsidiary and the Joint Venture has complied in all material respects with all the terms of, and all applicable laws in respect of, the pension and other employee compensation and benefit obligations of the Company, the Subsidiary or Joint Venture, as the case may be, including the terms of any funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company, any Subsidiary or the Joint Venture (collectively referred to as the “Benefit Plans”) and all Benefit Plans are, as of the last actuarial valuation for same, fully funded and in good standing with such regulatory authorities as may be applicable.
(b) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any Benefit Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable laws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the Benefit Plans or their assets which would have a Company Material Adverse Effect.
(c) None of the Company, any Subsidiary or the Joint Venture has any pension or retirement income plans, and have not made any agreements or promises with respect to same.
(d) None of the Company, any Subsidiary or the Joint Venture has any stock option plan or similar arrangement other than the Stock Option Plan. The Company Disclosure Statement sets forth a complete, up-to-date and accurate list of all optionholders under the Stock Option Plan, together with the number of Options granted, the exercise price, vesting provisions and the expiry date thereof.
Pension and Employee Benefits. (i) All Northgate Benefit Plans are, and have been, established, registered, qualified, administered, funded and invested in all material respects in accordance with the terms of such Northgate Benefit Plan including the terms of the material documents that support such Northgate Benefit Plan, any applicable collective agreement and all applicable Laws.
(ii) None of the Northgate Benefit Plans provide for benefit increases or the acceleration of, or an increase in, funding obligations that are contingent upon, or will be triggered by the completion of the transactions contemplated herein.
(iii) There are no unfunded liabilities in respect of any Northgate Benefit Plan including going concern unfunded liabilities, solvency deficiencies or wind-up deficiencies where applicable.
(iv) None of the Northgate Benefit Plans provide benefits beyond retirement or other termination of service to employees or former employees or to the beneficiaries or dependents of such employees.
(v) There is no proceeding, action, suit or claim (other than routine claims for payments of benefits) pending or threatened involving any Northgate Benefit Plan or its assets.
(vi) Northgate and the Northgate Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Northgate and the Northgate Subsidiaries, as the case may be, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Northgate or the Northgate Subsidiaries, as the case may be other than such non- compliance that would not reasonably be expected to have a Material Adverse Effect on Northgate. The Northgate Benefit Plans and all such plans, agreements, policies, programs, arrangements and practices have been disclosed in the Northgate Disclosure Letter.
(vii) Northgate and Northgate Subsidiaries have no material Liability for life, health, medical or other welfare benefits to former employees or beneficiaries or dependents thereof, and there has been no communication to employees by Northgate or any of the Northgate Subsidiaries which could reasonably be interpreted to promise or guarantee such employees retiree health or life...
Pension and Employee Benefits. (a) Other than as disclosed in writing to Acetex on or prior to the date hereof, AT Plastics has complied, in all material respects, with all the terms of and all applicable Laws in respect of the pension and other employee compensation and benefit obligations of AT Plastics and its Material Subsidiaries, including the terms of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon AT Plastics or any of its Material Subsidiaries (collectively referred to as the "AT Plastics Plans") and all AT Plastics Plans are fully funded and in good standing with such regulatory authorities as may be applicable.
(b) No step has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any AT Plastics Plan being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority or being required to pay any material taxes, fees, penalties or levies under applicable Laws. There are no actions, suits, claims (other than routine claims for payment of benefits in the ordinary course), trials, demands, investigations, arbitrations or other proceedings which are pending or threatened in respect of any of the AT Plastics Plans or their assets which individually or in the aggregate would have a material adverse effect on AT Plastics.
(c) Other than as disclosed in writing to Acetex on or prior to the date hereof, no event has occurred or condition exists with respect to the AT Plastics Plans or relating to any employee of AT Plastics or a Material Subsidiary which, individually or in the aggregate, is reasonably likely to result in a material liability to AT Plastics.
Pension and Employee Benefits. (i) Genco and the Genco Material Subsidiaries have complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of Genco and the Genco Material Subsidiaries, as the case may be, including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon Genco or the Genco Material Subsidiaries, as the case may be (collectively referred to in this subsection as the “Genco Plans”) and all Genco Plans maintained by or binding upon Genco or any of the Genco Material Subsidiaries are fully funded and in good standing with such regulatory authorities as may be applicable and no notice of underfunding, non-compliance, failure to be in good standing or otherwise has been received by Genco or any of the Genco Material Subsidiaries from any such regulatory authority.
(ii) No action has been taken, no event has occurred and no condition or circumstance exists that has resulted in or could reasonably be expected to result in any Genco Plan maintained by or binding upon Genco or any of the Genco Material Subsidiaries, being ordered or required to be terminated or wound up in whole or in part or having its registration under applicable legislation refused or revoked, or being placed under the administration of any trustee or receiver or regulatory authority.
Pension and Employee Benefits. (i) Section 3.1(r)(i) of the QLT Disclosure Letter sets forth a true, complete and correct list of each employee benefit and compensation plan, agreement, program or arrangement, whether written or unwritten, including without limitation, any option, restricted share unit, deferred share unit, stock purchase, or other stock or stock-based incentive plan, cash bonus or incentive compensation arrangement, retirement or deferred compensation plan, profit sharing plan, unemployment or severance compensation plan or health and welfare plan, or Employment Agreement, for any current or former employee or director, to the extent the potential liability remains outstanding, of, or other service provider to, QLT or any of its Subsidiaries participates in, is a party or contributes to, or with respect to which QLT or any of its Subsidiaries could reasonably be expected to have any liability (each, a "QLT Plan").
(ii) With respect to each QLT Plan, QLT has provided or otherwise made available to Auxilium in the QLT Data Room or in the QLT Public Disclosure Record (A) a true and complete copy of each QLT Plan, including any amendments thereto and all material supporting documents; (B) latest annual report, if any; (C) copies of all material communications received in the last three years with applicable Government Authority; (D) each trust or other funding arrangement, (E) each summary plan description (if applicable) and (F) where applicable, the most recent financial statements and actuarial or other valuation reports prepared with respect thereto.
(iii) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (A) entitle any current or former employee or officer of QLT to termination or severance pay, unemployment compensation or any other payment, (B) accelerate the time of funding (through a grantor trust or otherwise), payment or vesting, or increase the amount of compensation or benefit due any such employee or officer, or (C) cause amounts payable under the Employee Plans to fail to be deductible for U.S. federal income tax purposes by virtue of Section 280G of the Code. No employee or individual consultant or independent contractor is entitled to receive any gross-up or additional payment by reason of the tax required by Section 409A or 4999 of the Code being imposed upon such person.
(iv) Each QLT Plan has been established, registered, qualified, funded, invested, operated and administere...
Pension and Employee Benefits. 4.1.23.1 Purchaser and each of its subsidiaries have complied in all material respects, with the terms of all agreements, health, welfare, supplemental unemployment benefit, bonus, profit sharing, deferred compensation, stock purchase, stock compensation, disability, pension or retirement plans and other employee or director compensation or benefit plans, policies or arrangements which are maintained by or binding upon Purchaser or such subsidiary or in respect of which Purchaser or any of its subsidiaries has any actual or potential liability (collectively, the “Purchaser Plans”) and with all applicable Laws relating thereto.
4.1.23.2 All of the Purchaser Plans are and have been established, registered, qualified and, in all material respects, administered in accordance with all applicable Laws, and in accordance with their terms and the terms of agreements between Purchaser and/or any of its subsidiaries, as the case may be, and their respective employees who are members of the Purchaser Plans.
4.1.23.3 All current obligations of Purchaser or any of its subsidiaries regarding the Purchaser Plans have been satisfied except as would not reasonably be expected to have a Material Adverse Effect on Purchaser and no Taxes are owing or exigible under any of the Purchaser Plans. All contributions or premiums required to be made by Purchaser or any of its subsidiaries, as the case may be, under the Terms of each Purchaser Plan or by applicable Laws have been made in a timely fashion in accordance with applicable Laws and the terms of the Purchaser Plans except as would not reasonably be expected to have a Material Adverse Effect on Purchaser.
4.1.23.4 Each Purchaser Plan is insured or funded as may be required by applicable Law and in good standing with such Governmental Entities as may be applicable and, as of the date hereof, no currently outstanding notice of under-funding, non-compliance, failure to be in good standing or otherwise has been received by Purchaser or any of its subsidiaries from any such Governmental Entities. No Purchaser Plan provides any non-pension post-retirement or post-employment benefits. Purchaser would not incur any material withdrawal liability form withdrawing form any multiemployer plan (within the meaning of Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended). Purchaser has an effective reservation of rights for each non-pension-post retirement or post-employment benefit plan which allows Purchaser to...
Pension and Employee Benefits. (i) Each of the Company and its subsidiaries has complied with all the terms of, and all applicable Law in respect of, employee compensation and benefit obligations of the Company and its subsidiaries. Other than the Stock Option Plan and all Employee Plans set out in Section 3.1(ee) of the Exeter Disclosure Letter, neither the Company nor any of its subsidiaries has any pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company. The Company is in compliance with the terms of the Stock Option Plan and all applicable Law related thereto.
(ii) The Company does not have any stock option plan or similar arrangement other than the Stock Option Plan. Section 3.1(ee) of the Exeter Disclosure Letter sets out a complete, up-to-date and accurate list of all Exeter Optionholders together with the number of Exeter Options granted, the exercise price, vesting provisions and the expiry date thereof.
(iii) All Employees Plans are set out in Section 3.1(ee) of the Exeter Disclosure Letter. Each of the Company and its subsidiaries has complied with all the terms of, and all applicable Laws in respect of, the Employee Plans. All contributions, and premiums owing under the Employee Plans have been paid when due in accordance with the terms of the Employees Plans and applicable Laws. All Employee Plans that provide group benefits are establish though a contract of insurance, and no retroactive increase in premiums is permitted thereunder. No Employee Plan is a “registered pension plan” as such term is defined in the Tax Act or provides benefits following the retirement or (except where required by statute) termination of employment of any employee of the Company or its subsidiaries.
Pension and Employee Benefits. Except as disclosed to the Offeror in writing on or prior to the date of this Agreement, neither the Company nor any of its Subsidiaries has, or is subject to any present or future obligation or liability under, any pension plan, deferred compensation plan, retirement income plan, stock option or stock purchase plan, profit sharing plan, bonus plan or policy, employee group insurance plan, program policy or practice, formal or informal, with respect to its employees.
Pension and Employee Benefits. (i) Section 3.1(q)(i) of the Auxilium Disclosure Letter sets forth a true, complete and correct list of each material Auxilium Plan.
(ii) With respect to each material Auxilium Plan, Auxilium has provided or otherwise made available to Endo (A) a true and complete copy of each Auxilium Plan, including any amendments thereto and all material supporting documents; (B) latest annual report, if any; (C) copies of all material communications received in the last three years with applicable Governmental Authorities; (D) each trust or other funding arrangement; (E) each summary plan description (if applicable); and (F) where applicable, the most recent financial statements and actuarial or other valuation reports prepared with respect thereto.
(iii) The consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (A) entitle any current or former employee, director, officer, independent contractor or other service provider of Auxilium to termination or severance pay (or a material increase thereof), (B) accelerate the time of funding (through a grantor trust or otherwise), payment or vesting, or increase the amount of compensation or benefit due any such employee, director, officer, independent contractor or other service provider, or (C) cause amounts payable under the Auxilium Plans to fail to be deductible for U.S. federal income tax purposes by virtue of Section 280G of the Code. No employee or individual consultant or independent contractor has a contractual entitlement to a gross-up or additional payment by reason of the tax required by Section 409A or 4999 of the Code being imposed upon such person (it being understood that a breach of contract claim shall not be considered a contractual entitlement for purposes of this clause (iii)).
(iv) Each Auxilium Plan has been established, registered, qualified, funded, invested, operated and administered in all material respects in accordance with its terms and applicable Law (including Section 409A of the Code). There are no pending or, to the knowledge of Auxilium, threatened material actions, suits, disputes or claims by or on behalf of any Auxilium Plan, by any employee or beneficiary covered under any such Auxilium Plan, as applicable, or otherwise involving any such Auxilium Plan (other than routine claims for benefits).
(v) No Auxilium Plan provides welfare or post-retirement benefits, including, without limitation, death or medical benefits (wh...
Pension and Employee Benefits. (i) Section 3.2(q)(i) of the Tribute Disclosure Letter sets forth a true, complete and correct list of each Tribute Plan.
(ii) With respect to each Tribute Plan, Tribute has provided or otherwise made available to Parent and Pozen (A) a true and complete copy of each Tribute Plan, including any amendments thereto and all material supporting documents; (B) latest annual report, if any; (C) copies of all material communications received in the last three (3) years with applicable Governmental Authorities; (D) each trust or other funding arrangement; (E) each summary plan description (if applicable); and (F) where applicable, the most recent financial statements and actuarial or other valuation reports prepared with respect thereto.
(iii) Except as set forth in Section 3.2(q)(iii) of the Disclosure Letter or as contemplated herein, the consummation of the transactions contemplated by this Agreement will not, either alone or in combination with another event, (A) entitle any current or former employee, director, officer, independent contractor or other service provider of Tribute or any Tribute Subsidiary to termination or severance pay (or a material increase thereof), or (B) accelerate the time of funding (through a grantor trust or otherwise), payment or vesting, or increase the amount of compensation or benefit due any such employee, director, officer, independent contractor or other service provider of Tribute or any Tribute Subsidiary.
(iv) There are no pending or, to the knowledge of Tribute, threatened actions, suits, disputes or claims by or on behalf of any Tribute Plan, by any employee or beneficiary covered under any such Tribute Plan, as applicable, or otherwise involving any such Tribute Plan (other than routine claims for benefits).
(v) No Tribute Plan provides welfare or post-retirement benefits, including, without limitation, death or medical benefits (whether or not insured), beyond retirement or termination of service to employees or former employees or to the beneficiaries or dependents of such employees, other than coverage mandated solely by applicable Law or at the expense of the participant or the participant’s beneficiary.
(vi) None of Tribute, any Tribute Subsidiary or any of their ERISA Affiliates sponsors, contributes to or has any liability under, or in the past six (6) years sponsored, contributed to or had liability under (A) a plan subject to Title IV or Section 302 of ERISA, (B) any “multiemployer plan” as defined in Sections 3...
