Documents. The Company has made available to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Digitalthink Inc), Voting Agreement (Cypress Semiconductor Corp /De/), Non Competition Agreement (Cypress Semiconductor Corp /De/)
Documents. The Company has made available provided to ParentBuyer: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement Plan including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) each affirmative action plan, if applicable, (vii) all communications material to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; , (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xix) samples of standard model COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiixi) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; and Plan for the three most recent plan years, (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xiii) all HIPAA privacy notices and all business associate agreements to the extent required under HIPAA and (xiv) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 3 contracts
Samples: Membership Interest Purchase Agreement (Assure Holdings Corp.), Membership Interest Purchase Agreement (TRxADE HEALTH, INC), Membership Interest Purchase Agreement (TRxADE HEALTH, INC)
Documents. The Company has made available provided to ParentBuyer: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year, if required; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Etoys Inc), Agreement and Plan of Reorganization (Evoke Inc), Agreement and Plan of Reorganization (Etoys Inc)
Documents. The Company has provided or made available to ParentParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto, or otherwise), if any, required under ERISA ERISA, the IRC or the Code other applicable law in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all or oral communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) samples of standard all model COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sybase Inc), Agreement and Plan of Merger (Extended Systems Inc), Agreement and Plan of Merger (Sybase Inc)
Documents. The Company has provided or made available to Parent: Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and thereto, all related trust documentsdocuments and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS IRS, DOL or the DOL any other governmental agency with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Niku Corp), Agreement and Plan of Reorganization (Niku Corp), Agreement and Plan of Reorganization (Niku Corp)
Documents. The Company STB has made available provided to Parent: 3Dfx (i) correct and complete copies of all documents embodying or relating to each Company STB Employee Plan, International Employee Plan, Plan and each STB Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company STB Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and ad all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company STB Employee PlanPlan or related trust; (iv) if the Company STB Employee Plan is funded, the most recent annual and periodic period accounting of Company STB Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company STB Employee Plan; (vi) all IRS determination, opinion, notification determination letters and advisory letters, rulings relating to STB Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL Department of Labor ("DOL") with respect to any such application or letterSTB Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any STB Employee or STB Employees relating to any Company STB Employee Plan and any proposed Company STB Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee PlanSTB; and (xiiiviii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company STB Employee Plan.
Appears in 2 contracts
Samples: Voting Agreement (3dfx Interactive Inc), Agreement and Plan of Reorganization (STB Systems Inc)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or any other similar Applicable Law in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assetsassets and copies of all applicable trust documents and any amendments; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA or any other Applicable Law with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings from the IRS or other similar Governmental Entity relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL or any other similar Governmental Entity with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, insurance policies, bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any liability material Liability to the CompanyCompany or its Affiliates; and (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Superclick Inc)
Documents. The Company and each of the Subsidiaries has made available to Parent: Made Available (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; documents and all related management, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including existing administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ixvi) all correspondence and/or notifications in the three year period preceding the date of this Agreement to or from any governmental agency or administrative service relating to any Company Employee Plan; , (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xivii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiiviii) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; Plan for the three most recent plan years, and (xiiiix) all registration statementsthe most recent IRS or equivalent non-U.S. Tax authority determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company, no verbal promises or representations have been made to any Employees to materially increase their compensation or to continue their employment for any specific duration.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (FireEye, Inc.), Agreement and Plan of Merger (FireEye, Inc.)
Documents. The Company Liquid has made available provided to ParentAlliance correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Liquid Employee Plan, International Employee Plan, Plan and each Employee Liquid Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Liquid Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Liquid Employee Plan; (iv) if the Company Liquid Employee Plan is funded, the most recent annual and periodic accounting of Company Liquid Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Liquid Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Liquid Employee Plan and any proposed Company Liquid Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyLiquid; (ixviii) all correspondence to or from any governmental agency relating to any Company Liquid Employee Plan; (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests for each Company Liquid Employee Plan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Liquid Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liquid Audio Inc), Agreement and Plan of Merger (Liquid Audio Inc)
Documents. The Company Target has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Target Employee Plan, International Employee Plan, Plan and each Employee Target Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Target Employee Plan; (iii) the three two (32) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Target Employee Plan; (iv) if the Company Target Employee Plan is funded, the most recent annual and periodic accounting of Company Target Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Target Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Target Employee or Target Employees relating to any Company Target Employee Plan and any proposed Company Target Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyTarget; (ixviii) all correspondence to or from any governmental agency relating to any Company Target Employee Plan; (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests for each Company Target Employee Plan, if applicable; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Target Employee Plan.
Appears in 2 contracts
Samples: Plan and Agreement of Merger (Avocent Corp), Plan and Agreement of Merger (Equinox Systems Inc)
Documents. The Company and each of its Subsidiaries has made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples forms of standard COBRA forms notices and related notices outsourcing contracts, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; and Plan for the three most recent plan years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) forms of HIPAA Privacy Notices and forms of Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Storage Technology Corp), Agreement and Plan of Merger (Sun Microsystems, Inc.)
Documents. The Company has made available furnished to ParentParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuationsvaluations and annual and periodic accounting, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viv) all the most recent IRS determinationdetermination or opinion letter issued with respect to each Company Employee Plan, opinion, notification and advisory lettersif applicable, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiiix) the three (3) most recent plan years discrimination tests for each Company Employee Plan, where applicable; (x) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts and group annuity contracts; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tippingpoint Technologies Inc), Agreement and Plan of Merger (3com Corp)
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) any applicable summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS IRS, DOL or the DOL any other governmental agency with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all material written agreements and contracts relating to each Company Employee Plan or its related trust; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlans or any Employee's participation thereunder, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to Company or from any governmental agency relating to any the Company Employee Plan; (xix) samples of standard the most recent COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) the three (3401(k) most recent plan years discrimination tests tests, if any, for each Company Employee PlanPlan for the most recent plan year; and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prospectuses, if any, prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Red Hat Inc), Agreement and Plan of Reorganization (Concord Communications Inc)
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Socket Communications Inc), Agreement and Plan of Reorganization (Tangible Asset Galleries Inc)
Documents. The Company has made available provided to Parent: (i) correct accurate and complete copies of all documents embodying each United States Company Employee Plan, International Employee Plan, Plan and each United States Employee Agreement Agreement, including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each United States Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each United States Company Employee Plan; (iv) if the for each United States Company Employee Plan that is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) each summary of material modifications thereto, if any, required under ERISA with respect to each United States Company Employee Plan; (vi) all the most recent IRS determination, opinion, notification and advisory lettersletters with respect to each United States Company Employee Plan, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts Contracts relating to each United States Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any United States Company Employee Plan and or any proposed United States Company Employee PlansPlan, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would could result in any liability to any of the CompanyAcquired Corporations; (ix) all correspondence to or from any governmental agency Governmental Body relating to any United States Company Employee Plan; (x) samples of standard all COBRA forms and forms of related notices (or such forms and forms of notices as may be required under any comparable lawLegal Requirement relating to any Company Employee Plan); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Applied Materials Inc /De), Agreement and Plan of Reorganization (Etec Systems Inc)
Documents. The Company Seller has made available provided to ParentParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Seller Employee Plan, International Employee Plan, Plan and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Seller Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Seller Employee Plan; (iv) if the Company Seller Employee Plan is funded, the most recent annual and periodic accounting of Company Seller Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Seller Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Seller Employee Plan and any proposed Company Seller Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanySeller; (ixviii) all correspondence to or from any governmental agency relating to any Company Seller Employee Plan; (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests for each Company Seller Employee Plan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Seller Employee Plan.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Interwave Communications International LTD), Asset Purchase Agreement (Avanex Corp)
Documents. The Company has made available delivered to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentsthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Code Code, or any similar Laws of other jurisdictions applicable to the Company in connection with each Company Employee PlanPlan or related trust; (iv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company relating to Company Employee Plans and copies of all applications and correspondence (including specifically any correspondence regarding actual or potential audits or investigations) to or from the IRS IRS, United States Department of Labor (“DOL” or the DOL any other Governmental Entity with respect to any such application or letter; Company Employee Plan, (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited toincluding fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material Liability to the CompanyCompany and which are not reflected in the current summary plan description and plan document; (ix) all correspondence to or from any governmental agency material forms and notices relating to any Company Employee Planthe provision of post-employment continuation of health coverage; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for of each Company Employee Plan; (xiixi) the three (3) most recent plan years all discrimination tests and qualification tests, if any, for each Company Employee PlanPlan for the most recent plan year; and (xiiixii) all registration statements, annual reports (Form 11-K or any similar form required under the Laws of other jurisdictions applicable to the Company and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc)
Documents. The Company has provided or made available to Parentthe Buyer correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) all Employment Agreements, current contracts of employment or material particulars of the terms of employment (including, without prejudice to the generality of the foregoing, severance, consulting, relocation, repatriation, and expatriation arrangements) for Senior Employees; (iii) a current template or sample of a contract of employment or the material particulars of the terms and conditions of employment (including, without prejudice to the generality of the foregoing, severance, consulting, relocation, repatriation, and expatriation arrangements) for each grade or level of Company Employee; (iv) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iiiv) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company U.S. Employee Plan; (ivvi) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of that Company Employee Plan assets; (vvii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company thereto and in the case of International Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, Plans the most recent participant booklets and all applications material announcements to employees and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contractsparticipants; (viii) for U.S. Employee Plans the most recent IRS determination letter, and for International Employee Plans evidence of plan approval; (ix) all written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, Plans in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCompany or any of its Affiliates; (ixx) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company U.S. Employee Plan; (xii) Plans the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiiixii) all registration statements, annual reports (for U.S. Employee Plans, Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Offer Agreement (Hewlett Packard Co), Offer Agreement (Hewlett Packard Co)
Documents. The Company Parent has provided or has made available to ParentVHA: (i) correct and complete copies of all documents embodying each Company Parent Employee Plan, International Employee Plan, and each Employee Agreement Plan (including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Company Parent Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Parent Employee PlanPlan or related trust; (iv) if the Company Parent Employee Plan is funded, the most recent annual and periodic accounting of Company Parent Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Parent Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterParent Employee Plan; (vii) all material written agreements and contracts relating to each Company Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Parent Employee or Parent Employees relating to any Company Parent Employee Plan and any proposed Company Parent Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyParent; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plannotices; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Parent Employee Plan.
Appears in 2 contracts
Samples: Common Stock and Warrant Agreement (Vha Inc), Common Stock and Warrant Agreement (Neoforma Com Inc)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Infospace Com Inc), Agreement and Plan of Reorganization (Infospace Com Inc)
Documents. The Company has made available provided, or will provide as soon as practicable following the execution of this Agreement, to Parent: (i) correct and complete copies of all documents embodying to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentsthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to an examination, audit or submission under the Voluntary Compliance Resolution Program or Closing Agreement Program of any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events any of which would result in any material liability to the Company; and (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms registration statements and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and current prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (At Home Corp), Agreement and Plan of Reorganization (Excite Inc)
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.. (d)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tangible Asset Galleries Inc), Agreement and Plan of Merger (Tangible Asset Galleries Inc)
Documents. The Company has made available provided to ParentParent correct and complete copies of: (i) correct and complete copies of all material documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three two (32) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, International Employee Plan and Employee Agreement, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts, if any; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all material COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Planyears; and (xiii) all registration statements, annual reports (Form 1110-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sci Systems Inc), Agreement and Plan of Reorganization (Sanmina Corp/De)
Documents. The Company has made available provided to ParentParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, International Employee Plan and Employee Agreement, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts, if any; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Planyears; and (xiii) all registration statements, annual reports (Form 1110-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Triquint Semiconductor Inc), Agreement and Plan of Reorganization (Sawtek Inc \Fl\)
Documents. The Company has made available provided to ParentParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan, a written description of each material Company Employee Plan that is not set forth in a written document; (ii) the three (3) most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto, or otherwise), if any, required under ERISA or ERISA, the Code or other applicable Legal Requirement in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viv) all IRS determination, opinion, notification and advisory letters, and all material applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viivi) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would reasonably be expected to result in any material liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable lawLegal Requirements); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiiix) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electronic Clearing House Inc), Agreement and Plan of Merger (Electronic Clearing House Inc)
Documents. The Company has made available and each of its Subsidiaries have Made Available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee Employee/Service Provider or Employees Employees/Service Providers relating to any Company Employee Plan and or any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would could result in any liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xviii) samples forms of standard COBRA forms notices and related notices outsourcing contracts, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; and Plan for the three most recent plan years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) forms of HIPAA Privacy Notices and forms of Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Micron Technology Inc), Agreement and Plan of Merger (Lexar Media Inc)
Documents. The Company and each ERISA Affiliate has made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules schedules, audit reports and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples of standard all model COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years discrimination all nondiscrimination tests and related reports and summaries for each Company Employee Plan; and Plan for the three most recent plan years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) all HIPAA privacy notices and all business associate agreements to the extent required under HIPAA, (xiii) all form notices to Medicare-eligible participants under Part D of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“Medicare Part D”), and (xiv) all IRS determination or opinion letters, as applicable, issued with respect to each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McAfee, Inc.), Agreement and Plan of Merger (Secure Computing Corp)
Documents. The Except as set forth in Part 2.14 of the Company --------- Disclosure Letter, Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence rulings relating to or from the IRS or the DOL with respect to any such application or letterCompany Employee Plans; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plancurrently in use; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Onsale Inc), Agreement and Plan of Merger (Egghead Com Inc)
Documents. The Company has provided or made available to ParentParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Planother than legally-mandated plans, programs and arrangements and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan or any International Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years years' discrimination tests for each Company Employee Plan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; (xii) any licenses or permits held by Company which enable it to employ foreign employees or employees from "territories" currently administered by Israel; and (xiii) any pamphlet, booklet or other employee manual distributed to employees of Company which discuss Company Employee Plans.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Veritas Software Corp /De/), Agreement and Plan of Merger (Precise Software Solutions LTD)
Documents. The Company and each of the Subsidiaries has made available to Parent: Made Available (i) correct and complete copies of all material documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all material amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viiivi) all material communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any material amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any Subsidiary, (ixvii) all correspondence and/or notifications to or from any governmental agency or administrative service relating to any Company Employee Plan; , (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; Plan for the three most recent plan years, and (xiiixii) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company or any Subsidiary, no verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)
Documents. The Company Talarian has provided or made available to Parent--------- TIBCO: (i) correct and complete copies of all material documents embodying to each Company Talarian Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Talarian Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Talarian Employee PlanPlan or related trust; (iv) if the Company Talarian Employee Plan is funded, the most recent annual and periodic accounting of Company Talarian Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Talarian Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Talarian Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterTalarian Employee Plan; (vii) all material written agreements and contracts relating to each Company Talarian Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Talarian Employee Plan and any proposed Company Talarian Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyTalarian; and (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Talarian Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tibco Software Inc), Agreement and Plan of Merger (Talarian Corp)
Documents. The Company and each of its Subsidiaries has provided or made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection filed with respect to each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples of standard all COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years any discrimination tests for each Company Employee Plan; and Plan for the three most recent plan years, (xiiixi) all the most recent registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prospectuses, if any, prepared in connection with each Company Employee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreements, as currently in use or effect, to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter, if any, issued with respect to each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quantum Corp /De/), Agreement and Plan of Merger (Advanced Digital Information Corp)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determinationdetermination or opinion letters, opinion, any notification and or advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such pending application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee PlanPlan (other than correspondence of the types described in (vi) above); (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all insurance policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years year discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sybase Inc), Agreement and Plan of Reorganization (New Era of Networks Inc)
Documents. The Company has made available provided to ParentParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Loudeye Corp), Agreement and Plan of Merger (Xicor Inc)
Documents. The Company has made available to Parent: Acquiror true, correct and complete copies, as applicable, of (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement Plan including (without limitation) all amendments thereto and all related trust documents; documents (and descriptions of the material terms of any such plan that is not in writing), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code to be filed in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance and stop-loss contracts; , (viiivi) all material communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, including all communications relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability Liability to the Company; , (ixvii) all correspondence correspondences and notifications to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xviii) samples of standard all COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; and Plan for the three most recent plan years, (xiiixi) all registration statements, annual reports the most recent Internal Revenue Service (Form 11-K and all attachments theretoor any other applicable Tax Authority) and prospectuses prepared in connection determination or opinion letter issued with respect to each Company Employee Plan, if applicable, and (xii) the material terms and conditions of employment applicable to each Employee at the date of the Agreement Date. To the knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this subsection (b) above, which would affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or to provide increased or improved benefits thereunder or accelerate vesting, payment or funding thereunder.
Appears in 2 contracts
Samples: Unit Purchase Agreement, Unit Purchase Agreement (Apptio Inc)
Documents. The Company has made available provided to ParentParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Polycom Inc), Securities Purchase Agreement (Pc Tel Inc)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Informix Corp)
Documents. The Company has made available delivered to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentsthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Code Code, or any similar Laws of other jurisdictions applicable to the Company in connection with each Company Employee PlanPlan or related trust; (iv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company relating to Company Employee Plans and copies of all applications and correspondence (including specifically any correspondence regarding actual or potential audits or investigations) to or from the IRS IRS, United States Department of Labor (“DOL” or the DOL any other Governmental Entity with respect to any such application or letter; Company Employee Plan, (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited toincluding fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material Liability to the CompanyCompany and which are not reflected in the current summary plan description and plan document; (ix) all correspondence to or from any governmental agency material forms and notices relating to any Company Employee Planthe provision of post-employment continuation of health coverage; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for of each Company Employee Plan; (xiixi) the three (3) most recent plan years all discrimination tests and qualification tests, if any, for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.and
Appears in 1 contract
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, Plan (including each International Employee Plan, if any) and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iviii) if the a Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the summary(ies) any summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) samples the form of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests all nondiscrimination test reports and summaries for each Company Employee PlanPlan for the three most recent plan years; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.; (xii) all HIPAA Privacy Notices, the form of notices of creditable coverage, and all Business Associate Agreements; and (xiii) all IRS determination or opinion letters issued, and all applications and correspondence with the IRS and/or the DOL with respect to such application or letter with respect to each Company Employee Plan. EXECUTION VERSION
Appears in 1 contract
Documents. The Company Target and each of its subsidiaries has made available provided to ParentAcquiror: (i) correct and complete copies of all documents embodying each Company Target Employee Plan, International Employee Plan, and each Employee Agreement Plan including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Target Employee Plan; , (iviii) if the Company Target Employee Plan is funded, the most recent annual and periodic accounting of Company Target Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Target Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Target Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) each affirmative action plan, if applicable, (vii) all material communications material to any Employee employee or Employees employees relating to any Company Target Employee Plan and any proposed Company Target Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Target Employee Plan; , (xix) samples all model Consolidated Omnibus Budge Reconciliation Act of standard COBRA 1985, as amended ("COBRA") forms and related notices notices, (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Target Employee Plan; , (xiixi) the three (3) most recent plan years all applicable discrimination tests for each Company Target Employee Plan; and Plan for the three most recent plan years, (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prospectuses, if any, prepared in connection with each Company Target Employee Plan, (xiii) all Health Insurance Portability and Accountability Act of 1996, as amended ("HIPAA") privacy notices and all business associate agreements to the extent required under HIPAA and (xiv) the most recent Internal Revenue Service ("IRS") determination or opinion letter issued with respect to each Target Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Kintera Inc)
Documents. The Company has made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement Agreement, including (without limitation) all amendments thereto amendments, summary plan descriptions, and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each for any Company Employee Plan; , (iviii) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each such Company Employee Plan; ’s assets, (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiiv) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts trust agreements and group insurance contracts; , (viiiv) all material communications material to any Employee or Employees relating to any established or proposed Company Employee Plan and any proposed Company Employee Plans, in each case, relating that relates to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any liability Liability to the Company; Company or any of its Subsidiaries or ERISA Affiliates, (ixvi) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xivii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiiviii) discrimination test results for each Company Employee Plan for the three (3) most recent plan years discrimination tests for years, (ix) the most recent IRS determination letter (or opinion letter in the case of a prototype plan) issued with respect to each Company Employee Plan; , and (xiiix) visa and work permit information with respect to current Company Personnel. With respect to any International Plan, the Company has made available to Parent correct and complete copies of, to the extent applicable, (i) copies of such International Plan, including all registration statementsamendments, supplements and modifications to such International Plan, (ii) the most recent annual reports report or similar compliance documents required to be filed with any Governmental Entity with respect to such International Plan, and (Form 11-K and all attachments theretoiii) and prospectuses prepared in connection any document with each Company Employee Planrespect to such International Plan comparable to the IRS determination letter referenced above.
Appears in 1 contract
Documents. The Company and each of its ERISA Affiliates has made available Made Available, to Parentthe extent applicable: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement Plan including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material all modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any or proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any liability Liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples of standard all model COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; Plan for the three most recent plan years, and (xiiixi) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. There is no fact, condition, or circumstance since the date the documents were provided in accordance with this Section 3.15(b) above, which would affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. No verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sarcos Technology & Robotics Corp)
Documents. The Company Interwave has provided or made available to ParentAlvarion correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Interwave Employee Plan, International Employee Planother than legally-mandated plans, programs and arrangements and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Interwave Employee Plan or any International Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Interwave Employee Plan; (iv) if the Company Interwave Employee Plan is funded, the most recent annual and periodic accounting of Company Interwave Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Interwave Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Interwave Employee Plan and any proposed Company Interwave Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyInterwave; (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Interwave Employee Plan; (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years years' discrimination tests for each Company INTERWAVE Employee Plan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Interwave Employee Plan; and (xii) any licenses or permits held by Interwave or any of its Subsidiaries which enable it to employ foreign employees.
Appears in 1 contract
Documents. The Company has made available provided to Parent: Purchaser (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust that is sponsored by the Company and the most recent such report for all other Company Employee Plans; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL Department of Labor ("DOL") with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlans in either case that is an employee pension benefit plan within the meaning of Section 3(2) of ERISA, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiiiviii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan; and (ix) all discrimination tests for each Company Employee Plan for the most recent plan year.
Appears in 1 contract
Documents. The Company has made available provided to Parent: Purchaser (i) correct and complete copies of all current documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement Plan including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viii) the most recent summary plan description together with the summary(ies) of material Material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viiv) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material Material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts Contracts and group insurance contracts; Contracts, (viiiv) all communications material Material to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; Acquired Companies, (ixvi) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xvii) samples all model Consolidated Omnibus Budget Reconciliation Act of standard COBRA 1985, as amended (“COBRA”) forms and related notices notices, (or such forms and notices as required under comparable law); (xiviii) all policies pertaining to fiduciary liability insurance maintained by the Acquired Companies covering the fiduciaries for each Company Employee Plan; , (xiiix) with respect to any Company Employee Plan intended to be tax-qualified pursuant to Section 401(a) of the Code, all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each years, (x) HIPAA privacy notices and all business associate Contracts to the extent required under HIPAA, (xi) with respect to any Company Employee Plan; Plan intended to be tax-qualified pursuant to Section 401(a) of the Code, the most recent IRS determination or opinion letter issued with respect to such Company Employee Plan and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection rulings or notices issued by a Governmental Entity with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents (or, to the extent no such copy exists, an accurate written description) embodying each Company Employee Plan, Plan (including each International Employee Plan, if any) and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documentsdocuments or other funding instruments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules schedules, audit reports and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iviii) if the a Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the summary(ies) any summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the CompanyCompany or any of its Subsidiaries; (ixvii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; (xviii) samples the form of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests all nondiscrimination test reports and summaries for each Company Employee PlanPlan for the three most recent plan years; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; (xii) all HIPAA Privacy Notices, the form of notices of creditable coverage, and all business associate agreements to the extent required under HIPAA; (xiii) all IRS determination or opinion letter issued, and all applications and correspondence with the IRS and/or the DOL with respect to such application or letter with respect to each Company Employee Plan; and (xiv) any other material documentation related to the Company Employee Plans or Employee Agreements.
Appears in 1 contract
Samples: Acquisition Agreement (Taleo Corp)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required filed under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all material applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.. -25- (d) Employee Plan Compliance. Except as set forth on Schedule 2.20(d), (i) the Company 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 default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Company Employee Plan; (iii) to the knowledge of the Company, no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the Parent, the Company or any of its Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) to the knowledge of the Company, neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. (e) Pension Plan. Neither the Company nor any Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any Pension Plan which is subject to Title IV of ERISA or Section 412 of the Code. (f) Multiemployer and Multiple Employer Plans. At no time has the Company or any Affiliate contributed to or been obligated to contribute to any Multiemployer Plan. Neither the Company, nor any Affiliate has at any time ever maintained, established, sponsored, participated in, or contributed to any multiple employer plan, as described in Section 413(c) of the Code. (g) No Post-Employment Obligations. No Company Employee Plan provides, or reflects or represents any liability to provide retiree health to any person for any reason, except as may be required by COBRA or other applicable statute, and the Company has never represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) or any other person that such Employee(s) or other person would be provided with retiree health, except to the extent required by statute. (h)
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, each material Employee Agreement and each material International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentsthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan and each material International Employee Plan; (iii) the three two (32) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan or International Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to under each Company Employee Plan and International Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all written communications material to any Employee or Employees relating to any Company Employee Plan or International Employee Plan and any proposed Company Employee Plans or International Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plannotices; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan and International Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to ParentParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) samples of standard model COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Predictive Systems Inc)
Documents. The Company has made available to Parent: Acquiror true, correct and complete copies, as applicable, of (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement Plan including (without limitation) all amendments thereto and all related trust documents; documents (and descriptions of the material terms of any such plan that is not in writing), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code to be filed in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all material communications material to any current Company Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, including all communications relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; Company or any Company Subsidiary, (ixvii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan; , (xviii) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; Plan for the three most recent plan years, and (xiiix) all registration statements, annual reports the most recent Internal [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Revenue Service (Form 11-K and all attachments theretoor any other applicable Tax Authority) and prospectuses prepared in connection determination or opinion letter issued with respect to each Company Employee Plan, if applicable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Quotient Technology Inc.)
Documents. The Company has provided or made available to Parent: Parent through physical or electronic delivery, or through the electronic data room established by Parent (the “Data Site”): (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Internal Revenue Code or by any other applicable Law in connection with each Company Employee Plan; (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable Law with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee PlanPlan (other than routine correspondence that is not expected to result in any liability to the Company); (xviii) samples of all standard COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) all discrimination tests for FOIA confidential treatment requested: [***] indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to such omitted portions. each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Planyears; and (xiiixi) all registration statements, annual reports the most recent Internal Revenue Service (Form 11-K and all attachments theretoor any other applicable tax authority) and prospectuses prepared in connection determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spreadtrum Communications Inc)
Documents. The Company has made available to Parent: Made Available (i) correct and complete copies of all documents embodying each material Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; documents and all related management and/or monitoring and/or information documents and/or records required by Legal Requirements, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each material Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viiivi) all written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence and/or notifications to or from any governmental agency Governmental Entity or administrative service relating to any Company Employee Plan; , (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiiix) all nondiscrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for years, and (x) the most recent IRS determination, opinion, notification or advisory letters issued with respect to each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each . No promises or commitments have been made to amend any Company Employee PlanPlan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. No verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.
Appears in 1 contract
Documents. The Company and each of its ERISA Affiliates has made available Made Available, to Parentthe extent applicable: (i) correct and complete copies of all documents embodying the terms and conditions of each Company Employee Plan, International Employee Plan, and each Employee Agreement Plan including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material all modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all material written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any regarding amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments benefits or vesting schedules or other events which that would result in any liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xvii) samples of standard all model COBRA forms and related notices notices, if maintained by the Company for the prior two (or such forms and notices as required under comparable law); 2) years, (xiviii) all outstanding policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; Plan for the three most recent plan years, and (xiiix) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. No promises or commitments have been made to amend any Company Employee Plan or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. No verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Elastic N.V.)
Documents. The Company has made available to Parent: Acquiror (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; , (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any ERISA Affiliate, (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiixi) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Plan; and years, (xiiixii) all registration statements, annual reports (Form 11-11 K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xiii) all “HIPAA Privacy Notices” and all “Business Associate Agreements” to the extent required under HIPAA and (xiv) all IRS determination opinion, notifications and advisory letters issued with respect to each Company Employee Plan and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter.
Appears in 1 contract
Documents. The Company has made available to Parent: Made Available (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material since January 1, 2008 to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any liability Liability to the Company; Company or any of its Subsidiaries, (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples of standard all model COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; Plan for the three most recent plan years, (xi) all HIPAA Privacy Notices and all Business Associate Agreements to the extent required under HIPAA and (xiiixii) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronic Arts Inc.)
Documents. The Company has made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Employment Agreement including (including, without limitation) , all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; , (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples of standard all COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years discrimination tests for each Company Employee Plan; , and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan. Employee Plan Compliance. The Company has performed all material obligations required to be performed by it under, is not in material default or material violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its terms and is in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Company Employee Plan. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending, or to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any Affiliate (other than liabilities accrued on Company's balance sheet as of June 30, 2001 and other than ordinary course of business expenses associated with any Company Employee Plan from June 30, 2001 to immediately prior to the Effective Time). There are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by the IRS or DOL with respect to any Company Employee Plan. Neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. No Pension Plan. Neither the Company nor any other Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any Pension Plan subject to Title IV of ERISA or Section 412 of the Code. Collectively Bargained, Multiemployer and Multiple Employer Plans. At no time has the Company or any Affiliate contributed to or been obligated to contribute to any Multiemployer Plan. Neither the Company, nor any Affiliate has at any time ever maintained, established, sponsored, participated in, or contributed to any multiple employer plan, or to any plan described in Section 413 of the Code. No Post-Employment Obligations. No Company Employee Plan provides, or reflects or represents any liability to provide, retiree life insurance, retiree health or other retiree employee welfare benefits to any person for any reason, except as may be required by COBRA or other applicable statute, and the Company has never represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) or any other person that such Employee(s) or other person would be provided with retiree life insurance, retiree health or other retiree employee welfare benefit, except to the extent required by statute. Health Care Compliance. Neither the Company nor any Affiliate has, prior to the Effective Time and in any material respect, violated any of the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of the Health Insurance Portability and Accountability Act of 1996, the requirements of the Women's Health and Cancer Rights Act of 1998, the requirements of the Newborns' and Mothers' Health Protection Act of 1996, or any amendment to each such act, or any similar provisions of state law applicable to its Employees.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cell Genesys Inc)
Documents. The With respect to only such items that cover current Employees or to which the Company or its Subsidiaries has made available or could have any liability, the Company and each of its Subsidiaries have provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and thereto, all related trust documents; , and the most recent summary plan description together with the summary(ies) of material modifications thereto, if any (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiiv) each affirmative action plan, if applicable, (vi) all material communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any liability to the Company; Company or any of its Subsidiaries, (ixvii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xviii) samples of standard sample COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; and Plan for the three most recent plan years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, if applicable, and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, if applicable.
Appears in 1 contract
Documents. The Company has made available provided to Parent: (i) correct and complete --------- copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentsthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application filings required under the Code or letterERISA or any examination or submission under IRS Revenue Procedure 98-22 with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plancurrently in use; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or otherwise made available to ParentAcquiror correct and complete copies of: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, Plan and International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries, if any, for each Company Employee Plan and International Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan and International Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 series and all schedules and financial statements attached thereto)attached) and any comparable forms or reports for each International Employee Plan, if any, required under ERISA ERISA, the Code, or the Code applicable Law in connection with each Company Employee Plan, International Employee Plan or related trust; (iv) if the Company Employee Plan or International Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan such plans’ assets; (v) the most recent summary plan description together with the summary(ies) summaries of material modifications thereto, if any, required under ERISA or applicable Law with respect to each Company Employee Plan and International Employee Plan; (vi) all IRS determination, Internal Revenue Service (the “IRS”) determination opinion, notification and advisory letters, letters and all applications and correspondence to or from the IRS or the DOL Department of Labor (“DOL”) with respect to any such application or letter; (vii) all material written agreements and contracts relating correspondence to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to or from any Employee Governmental or Employees Regulatory Authority relating to any Company Employee Plan and any proposed Company or International Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability Plan during the three (3) years prior to the CompanyClosing; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiiviii) the three (3) most recent plan years discrimination tests for each applicable Company Employee Plan; and (xiiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan and International Employee Plan.
Appears in 1 contract
Samples: Transaction Agreement (Avocent Corp)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of (i) all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required filed under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all material applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts Contract relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts Contracts and group insurance contractsContracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable lawLaw); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, Plan (including each International Employee Plan, if any) and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iviii) if the a Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the summary(ies) any summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) samples the form of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests all nondiscrimination test reports and summaries for each Company Employee PlanPlan for the three most recent plan years; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; (xii) all HIPAA Privacy Notices, notices of creditable coverage, and all Business Associate Agreements to the extent required under HIPAA; and (xiii) all IRS determination or opinion letter issued, and all applications and correspondence with the IRS and/or the DOL with respect to such application or letter with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company and each ERISA Affiliate has made available to Parent: Purchaser (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each material Employee Agreement Agreement, including (without limitation) all amendments thereto and all related trust documents; , if any, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited toincluding trust agreements, administrative service agreements, group annuity contracts agreements and group insurance contracts; Contracts, (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all correspondence material correspondence, if any, to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples forms of standard COBRA forms notices and related notices outsourcing Contracts, (or such forms and notices as required under comparable law); (xiix) all policies policies, if any, pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests tests, if any, for each Company Employee Plan; Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years, and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection the most recent IRS determination or opinion letter issued with respect to each Company Employee PlanPlan intended to be qualified under Section 401(a) of the Code.
Appears in 1 contract
Documents. The Company has made available to Parent: Acquiror (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee [*] Confidential treatment requested. 61 CONFIDENTIAL TREATMENT REQUESTED Plan; , (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any ERISA Affiliate, (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiixi) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Plan; and years, (xiiixii) all registration statements, annual reports (Form 11-11 K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xiii) all “HIPAA Privacy Notices” and all “Business Associate Agreements” to the extent required under HIPAA and (xiv) all IRS determination opinion, notifications and advisory letters issued with respect to each Company Employee Plan and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter.
Appears in 1 contract
Documents. The Company has made available provided to Parent: Acquiror (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement Plan including (without limitation) all amendments thereto and all related trust documents; documents (or a summary of any oral Company Employee Plan), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of the Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) each affirmative action plan, if applicable, (vii) all communications material to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; Company or any Company Subsidiary, (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) samples all model Consolidated Omnibus Budget Reconciliation Act of standard COBRA 1985, as amended (“COBRA”) forms and related notices notices, (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiixi) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; and Plan for the three most recent plan years, (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan., to the extent applicable, (xiii) all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA, (xiv) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan and (xv) all rulings or notices issued by a governmental agency with respect to each Company Employee Plan. (c)
Appears in 1 contract
Documents. The Company Target has made available delivered to Parent: Acquiror (i) correct and complete copies of all documents embodying each Company Target Employee Plan, International Employee Plan, and each Employee Agreement Plan including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Target Employee Plan; , (iviii) if the Company Target Employee Plan is funded, the most recent annual and periodic accounting of Company Target Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Target Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Target Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) each affirmative action plan, if applicable, (vii) all written material communications material to any Employee employee or Employees employees relating to any Company Target Employee Plan and any proposed Company Target Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; Target or any of its Subsidiaries, (ixviii) all material correspondence to or from any governmental agency relating to any Company Target Employee Plan; , (xix) samples of standard all model COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Target Employee Plan; , (xiixi) the three (3) most recent plan years all discrimination tests for each Company Target Employee Plan; and Plan for the three most recent plan years, (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Target Employee Plan, (xiii) all HIPAA privacy notices and all business associate agreements to the extent required under HIPAA and (xiv) the most recent IRS determination or opinion letter issued with respect to each Target Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sigmatel Inc)
Documents. The Company has provided or made available to Parent: (i) correct accurate and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentsthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application Company Employee Plan delivered or letterreceived during the previous three (3) calendar years; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee PlanCOBRA forms and related notices; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan; and (xi) a list of all employees, officers and consultants of the Company reflecting each such person's current title and/or job description and compensation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Progress Software Corp /Ma)
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, Plan (including each International Employee Plan, if any) and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iviii) if the a Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the summary(ies) any summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) samples the form of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests all nondiscrimination test reports and summaries, if any are required, for each Company Employee PlanPlan for the three most recent plan years; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; (xii) all HIPAA Privacy Notices, the form of notices of creditable coverage, and all Business Associate Agreements to the extent required under HIPAA; and (xiii) all IRS determination or opinion letter issued, and all applications and correspondence with the IRS and/or the DOL with respect to such application or letter with respect to each Company Employee Plan that is intended to be a tax-qualified plan.
Appears in 1 contract
Documents. The Company has made available provided (or will provide prior to ParentClosing) to the Buyer: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from between the Company and the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.. (c)
Appears in 1 contract
Documents. The Company has made available provided to Parent: Parent through the Effective Time (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification determination letters and advisory letters, rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL Department of Labor ("DOL") with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiiiviii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; (ix) all material written agreements contacts relating Company Employee Plan, including without limitation, administrative service agreements and group insurance contracts; (x) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xi) all COBRA forms and related notices; and (xii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Goto Com Inc)
Documents. The Company has provided or made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iviii) if the a Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the summary(ies) any summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests all nondiscrimination test reports and summaries for each Company Employee PlanPlan for the three most recent plan years; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; and (xii) the most recent IRS determination or opinion letter issued, with respect to each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Advent Software Inc /De/)
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all nonprivileged documents embodying or materially affecting the interpretation or application of each Company Employee Plan, International Employee Plan, Plan and each Company Employee Agreement including (without limitation) all amendments thereto and all related trust documentsthereto, and, to the Knowledge of the Company, there are no privileged documents pertaining to such matters; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Defined Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan which has a material adverse effect on such Company Employee Plan; (vi) all the most recent IRS determination, opinion, notification and or advisory lettersletters as applicable, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL Department of Labor ("DOL") with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Company Employee or Company Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiiiviii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee PlanPlan not otherwise publicly available on the SEC website.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Healtheon Corp)
Documents. The Company has made available provided to Parent: Buyer (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) any applicable summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS IRS, DOL or the DOL any other governmental agency with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all material written agreements and contracts relating to each Company Employee Plan or its related trust; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlans or any Employee's participation thereunder, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to Company or from any governmental agency relating to any the Company Employee Plan; (xix) samples of standard the most recent COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) the three (3401(k) most recent plan years discrimination tests tests, if any, for each Company Employee PlanPlan for the most recent plan year; and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prospectuses, if any, prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and trust and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules schedules, accountant opinions, and financial statements attached thereto)) and summary annuals reports, if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and any pending request for such letters or rulings, and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application Company Employee Plan, including any filings under the IRS’s Employee Plan Compliance Resolution System Program or letterany of its predecessors or the United States Department of Labor Delinquent Filer Program; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCompany or its Affiliates; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests), as applicable, for each Company Employee Plan; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company GNN has made available provided to ParentWebMD: (i) correct and complete copies of all documents embodying to each Company GNN Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and thereto, all related trust documentsdocuments and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company GNN Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Internal Revenue Code in connection with each Company GNN Employee PlanPlan or related trust; (iv) if the Company GNN Employee Plan is funded, the most recent annual and periodic accounting of Company GNN Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material Material modifications thereto, if any, required under ERISA with respect to each Company GNN Employee PlanPlan or related trust; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to GNN Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterGNN Employee Plan; (vii) all material Material written agreements and contracts Contracts relating to each Company GNN Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts Contracts and group insurance contractsContracts; (viii) all communications material to any Employee or Employees relating to any Company GNN Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability Material Liability to the CompanyGNN; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability Liability insurance covering the fiduciaries for each Company GNN Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company GNN Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company GNN Employee Plan.
Appears in 1 contract
Documents. The Company has made available delivered to ParentAcquiror correct and complete copies of: (i) correct and complete copies of all documents embodying or governing each Company Employee Plan, Plan and International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan and International Employee Plan; (ii) in relation to each unfunded International Employee Plan, a description and a schedule of the liabilities under that International Employee Plan; (iii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan, and each International Employee Plan (and if there is no such actuarial valuation, a description and a schedule of the funding position of the relevant Company Employee Plan or International Employee Plan); (iiiiv) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (ivv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting financial statements of the Company Employee Plan assetsPlan; (vvi) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vivii) all the most recent IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL if any, with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all material correspondence to the Company from any governmental agency or from the Company to any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee PlanPlan subject to non-discrimination testing under the Code; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has made available Sellers have provided (or will provide no later than immediately following execution of this Agreement) to ParentBuyer correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Seller Employee Plan, International Employee Plan, Plan and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Seller Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Seller Employee Plan; (iv) if the Company a Seller Employee Plan is funded, the most recent annual and periodic accounting of Company such Seller Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summaries of material modifications thereto, if any, required under ERISA with respect to each Company Seller Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Seller Employee Plan and any proposed Company Seller Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanySeller; (ixviii) all correspondence to or from any governmental agency relating to any Company Seller Employee Plan; (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests for each Company Seller Employee Plan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Seller Employee Plan.
Appears in 1 contract
Documents. The Company has made available provided to ParentParent correct and --------- complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts, if any; (viii) all communications communications, if any, material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence correspondence, if any, to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices presently being used (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, if any; (xii) the three (3) most recent plan years discrimination tests tests, if any, for each Company Employee PlanPlan for the three most recent plan years; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prospectuses, if any, prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cobalt Networks Inc)
Documents. The Company has provided or made available to Parent: Parent --------- (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS IRS, DOL or the DOL any other governmental agency with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all material written agreements and contracts relating to each Company Employee Plan; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests tests, if any, for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Affiliate Agreement (Inktomi Corp)
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (EXECUTION COPY including, without limitation) , all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which have not been adopted and likely would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries discrimination tests for each Company Employee Plan; (xii) Plan for the three (3) most recent plan years discrimination tests years, (x) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, (xi) any licenses or permits held by Company which enable it to employ foreign employees or employees from "territories" currently administered by Israel, and (xii) the most recent actuarial valuations, if any, prepared for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company and each of its Subsidiaries has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; Company or any of its Subsidiaries, (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples of standard all COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Plan; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Epicor Software Corp)
Documents. The Company and each of its Subsidiaries has made available to Parent: Made Available (i) correct and complete and up-to-date copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; thereto, (ii) all summary descriptions of the Company Employee Plans provided to past or present participants therein, (iii) all contracts relating to Company Employee Plans with respect to which the Company may have any liability, including all funding agreements, insurance contracts, investment management contracts, subscription and participation agreements, record keeping agreements and other services agreements; (iv) as applicable, the two most recent annual actuarial valuations, if any, prepared reports and the financial statements for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting evidence of any registration in respect of Company Employee Plan assets; Plans, (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; Company or any of its Subsidiaries, and (ixvi) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x. To the Knowledge of the Company, there is no fact, condition or circumstance since the date of the documents provided in accordance with this Section 2.23(c) samples which would materially affect the information contained therein and, in particular, and without limiting the generality of standard COBRA forms and related notices (the foregoing, no promises or such forms and notices commitments have been made to amend any Company Employee Plan or to provide increased benefits thereunder to any of the Employees, except as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Planby applicable legislation.
Appears in 1 contract
Documents. The Company and each of its ERISA Affiliates has made available to Parent: Made Available (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any liability Liability to the Company; Company or any Subsidiary, (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; Plan for the three most recent plan years, and (xiiix) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with (c) above, which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. No verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.
Appears in 1 contract
Samples: Merger Agreement (F5 Networks Inc)
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and thereto, all related trust documents; , and the most recent summary plan description together with the summary(ies) of material modifications thereto, if any (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiiv) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiiv) each affirmative action plan, if applicable, (vi) all communications material to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any liability to the Company; , (ixvii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xviii) samples of standard all COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; and Plan for the three most recent plan years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, if applicable, (xii) all HIPAA Privacy Notices and all Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination, opinion, notification and advisor letters issued with respect to each Company Employee Plan, if applicable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Foxhollow Technologies, Inc.)
Documents. The Company has provided or made available to Parent: Buyer (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and thereto, all related trust documentsdocuments and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS IRS, DOL or the DOL any other governmental agency with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, ERISA fidelity bonds, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Stock Purchase Agreement (Medicalogic/Medscape Inc)
Documents. The Company and each Affiliate has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if anyany , prepared for each Company Employee Plan; , (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; , (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiixi) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Plan; and years, (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xiii) all "HIPAA Privacy Notices" and all "Business Associate Agreements" to the extent required under HIPAA and (xiv) all IRS determination opinion, notifications and advisory letters issued with respect to each Company Employee Plan and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter.
Appears in 1 contract
Documents. The Company has made available provided to Parent: (i) correct accurate and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee PlanCOBRA forms and related notices; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan; and (xi) a list of all employees, officers and consultants of the Company reflecting each such person’s current title and/or job description and compensation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Progress Software Corp /Ma)
Documents. The Company and each of the Subsidiaries has made available to Parent: Made Available (i) correct and complete copies of all documents embodying each written Company Employee Plan, International Employee Plan, Plan and each Employee Agreement Agreement, and a written summary containing all material provisions of each unwritten Company Employee Plan and each unwritten Employee Agreement, including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viiivi) all communications material correspondence and/or notifications to or from any Employee governmental agency or Employees administrative service relating to any Company Employee Plan and any proposed Company Employee Planswithin the past three years, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard current model COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; Plan for the three most recent plan years, if applicable and (xiiix) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company and except as expressly contemplated by this Agreement, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder. To the Knowledge of the Company, no verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.
Appears in 1 contract
Documents. The Company Verigy has provided or made available to ParentLTX-Credence correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Verigy Benefit Plan and each Verigy Employee Agreement required to be disclosed pursuant to Section 3.12(b) above including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Verigy Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Verigy Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Verigy Benefit Plan; (iv) if the Company Employee any Verigy Benefit Plan is funded, the most recent annual and periodic accounting of Company Employee Verigy Benefit Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Verigy Benefit Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material from Verigy or its ERISA Affiliates to any Verigy Employee or Verigy Employees relating to any Company Employee Verigy Benefit Plan and any proposed Company Employee Verigy Benefit Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the CompanyVerigy and its Subsidiaries, taken as a whole; (ixviii) all material correspondence to or from any governmental agency relating to any Company Employee Verigy Benefit Plan; and (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiiix) the three (3) most recent plan years years’ discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee PlanVerigy Benefit Plan for which such tests are required.
Appears in 1 contract
Documents. The Company has made available to Parent: Parent (i) where the Company Employee Plan has been reduced to writing, correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents, and, where the Company Employee Plan has not been reduced to writing, a written summary of all material plan terms; (ii) the three most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable Law in connection with each Company Employee Plan; (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assetsassets (or, if applicable, the most recent financial and asset statements, audited where required by applicable Law); (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable Law with respect to each Company Employee Plan; (viv) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all current material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts and group insurance contracts, custodial agreements, funding agreements, investment management agreements, investment advisory agreements, and side letters; (viiivi) all communications material correspondence to or from any Employee or Employees Governmental Entity relating to any Company Employee Plan and any proposed other than routine correspondence in the normal course of operations of such Company Employee PlansPlan that occurred within the current calendar year, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Companythree (3) prior calendar years; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all current policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, if any, and ERISA bond; (xiiviii) the three (3) most recent plan years discrimination all nondiscrimination and top-heavy tests for each Company Employee PlanPlan for the three most recent plan years; and (xiiiix) all registration statements, annual reports the most recent IRS (Form 11-K and all attachments theretoor any other applicable tax authority) and prospectuses prepared in connection determination or opinion letter issued with respect to each Company Employee PlanPlan for which determination letters are currently available (or a copy of any pending application for a determination letter and any related correspondence from the IRS).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fulgent Genetics, Inc.)
Documents. The Company has provided or made available to Parent: Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and thereto, all related trust documentsdocuments and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS IRS, DOL or the DOL any other governmental agency with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.to
Appears in 1 contract
Samples: Voting Agreement (Niku Corp)
Documents. The Company has made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; Plan within the past six (x6) samples of standard years, (viii) all model COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Plan; years, and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company has made available previously provided to Parent: Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings relating to Company Employee Plans and copies of all applications and correspondence (including specifically any correspondence regarding actual or potential audits or investigations) to or from the IRS IRS, DOL or the DOL any other Governmental Entity with respect to any such application or letter; Company Employee Plan, (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited toincluding fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCompany and which are not reflected in the current summary plan description and plan document; (ix) all correspondence to or from any governmental agency forms and notices relating to any Company Employee Planthe provision of post-employment continuation of health coverage; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for of each Company Employee Plan; (xiixi) the three (3) most recent plan years all discrimination tests and qualification tests, if any, for each Company Employee PlanPlan for the most recent plan year; and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company LTX-Credence has provided or made available to ParentVerigy correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, LTX-Credence Benefit Plan and each LTX-Credence Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such LTX-Credence Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee LTX-Credence Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee LTX-Credence Benefit Plan; (iv) if the Company Employee any LTX-Credence Benefit Plan is funded, the most recent annual and periodic accounting of Company Employee LTX-Credence Benefit Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee LTX-Credence Benefit Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material from LTX-Credence or its ERISA Affiliates to any LTX-Credence Employee or LTX-Credence Employees relating to any Company Employee LTX-Credence Benefit Plan and any proposed Company Employee LTX-Credence Benefit Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the CompanyLTX-Credence and its Subsidiaries, taken as a whole; (ixviii) all material correspondence to or from any governmental agency relating to any Company Employee LTX-Credence Benefit Plan; and (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiiix) the three (3) most recent plan years years’ discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11LTX-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee PlanCredence Benefit Plan for which such tests are required.
Appears in 1 contract
Documents. The Company and each of its ERISA Affiliates has made available Made Available, to Parentthe extent applicable: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement Plan including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , except with respect to any PEO Company Employee Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material all modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all material communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; schedules, (ixvii) all non-routine correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples of standard all model COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; Plan for the three most recent plan years, and (xiiixi) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. No promises or commitments have been made to amend any Company Employee Plan except to the extent required by applicable Laws or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. No verbal promises or representations have been made by authorized representatives of the Company to any Employees to increase their compensation following the Agreement Date or to continue their employment for any specific duration.
Appears in 1 contract
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying or, if no plan documents exist, each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable Law in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable Law with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) each affirmative action plan, if applicable, (vii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; Company or any of its Subsidiaries, (ixviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) samples of standard all model COBRA forms and related notices model notices, (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiixi) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; Plan for the three most recent plan years, (xii) the most recent IRS (or any other applicable tax authority) determination or opinion letter issued with respect to each Company Employee Plan and (xiii) true, correct and complete copies of all registration statements, annual reports (Form 11-K and all attachments theretoelection statements under Section 83(b) and prospectuses prepared of the Code that are in connection the possession of the Company or subject to its control with each respect to any unvested Company Employee PlanCommon Stock or other property issued by the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On2 Technologies, Inc.)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and thereto, all related trust documentsdocuments and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS IRS, DOL or the DOL any other governmental agency with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Zapworld Com)
Documents. The Company has provided, or made available upon request, to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contacts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Employee Plan; (iii) the most recent actuarial valuations, if any, prepared for each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL DoL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiixi) the three (3) most recent plan years years' discrimination tests for each Company Employee Plan; and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Xcarenet Inc)
Documents. The On or before the Closing Date the Company has made shall deliver or make available to ParentBuyer: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Stock Purchase Agreement (MCF Corp)
Documents. The Prior to the Closing, the Company has made available will have provided to Parent: --------- Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement Agreement, including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viivi) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including without limitation administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivii) all communications by Xxxxxx Xxxxxxx, Xxxxx Xxxxxxx, Xxxxxxxx Xxx and Xxxx Xxxxxxx material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; , (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) samples of standard all COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiixi) the three (3) most recent plan Plan years discrimination tests for each Company Employee Plan; , and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company Cybex has made available provided to ParentApex: (i) correct and complete copies of all documents embodying each Company Cybex Employee Plan, Cybex International Employee Plan, and each Employee Cybex Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Cybex Employee Plan; (iii) the three two (32) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Cybex Employee Plan; (iv) if the Company Cybex Employee Plan is funded, the most recent annual and periodic accounting of Company Cybex Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Cybex Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Cybex Employee or Cybex Employees relating to any Company Cybex Employee Plan and any proposed Company Cybex Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCybex; (ixviii) all correspondence to or from any governmental agency relating to any Company Cybex Employee Plan; (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests for each Company Cybex Employee Plan, if applicable; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Cybex Employee Plan.
Appears in 1 contract
