Common use of Benefit Plan Documents Clause in Contracts

Benefit Plan Documents. With respect to each “employee benefit plan” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), and any other plan, policy, program, practice, agreement, understanding or arrangement (whether written or oral) providing compensation or other benefits to any current or former director, officer, employee or consultant (or to any dependent or beneficiary thereof) of the Company or any ERISA Affiliate (as defined below), which are now, or were within the past four years, maintained, sponsored, contributed to or required to be contributed to by the Company or any ERISA Affiliate, and under which the Company or any ERISA Affiliate may have any obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, retention, employment, severance, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices, agreements or arrangements (each a “Company Benefit Plan”), the Company has made available to Parent complete copies of (i) each Company Benefit Plan (or, if not written a written summary of its material terms), including all plan documents, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, (ii) the most recent summaries and summary plan descriptions, including any summary of material modifications, (iii) annual reports (Form 5500 series) for the last three years filed with the IRS with respect to such Company Benefit Plan (and, if the most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), (iv) the most recent actuarial report or other financial statement relating to such Company Benefit Plan, (v) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Company Benefit Plan and any pending request for such a determination letter, (vi) nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Company Benefit Plan for the last three years and (vii) all non-routine filings made with any Governmental Entity with respect to any Company Benefit Plan, including all filings under the Voluntary Compliance Resolution or Closing Agreement Program or the Department of Labor Delinquent Filer Program or any similar program.

Benefit Plan Documents. With respect to each “Benefit Plan set forth on Schedule 5.17(a), the Seller has made available true, accurate, current and complete copies of the following, as applicable: (i) the plan document, together with all amendments; (ii) where a Benefit Plan has not been reduced to writing, a written summary of all material terms of the plan; (iii) copies of any trust agreements or other funding arrangements, custodial agreements, insurance policies and Contracts, annuity Contracts, administration agreements and similar agreements, and investment management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, employee benefit plan” as defined in Section 3(3) handbooks, summaries of ERISA (whether or not subject to ERISA)benefits and coverage, COBRA communications, and any other plan, policy, program, practice, agreement, understanding or arrangement (whether material written or oral) providing compensation or other benefits to any current or former director, officer, employee or consultant communications (or to a description of any dependent or beneficiary thereoforal communications); (v) in the case of any Qualified Benefit Plan, a copy of the Company most recent determination, opinion or advisory letter from the Internal Revenue Service; (vi) in the case of any ERISA Affiliate (as defined below), Benefit Plan for which are now, or were within the past four years, maintained, sponsored, contributed to or a Form 5500 is required to be contributed to by filed, copies of the Company or any ERISA Affiliatethree (3) most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial valuations, statements, and under which the Company or reports related to any ERISA Affiliate may have any obligation or liability, whether actual or contingent, including, without limitation, all incentive, bonus, retention, employment, severance, deferred compensation, vacation, holiday, cafeteria, medical, disability, stock purchase, stock option, stock appreciation, phantom stock, restricted stock or other stock-based compensation plans, policies, programs, practices, agreements or arrangements (each a “Company Benefit Plan”), the Company has made available to Parent complete copies of (i) each Company Benefit Plan (or, if not written a written summary of its material terms), including all plan documents, trust agreements, insurance contracts or other funding vehicles and all amendments thereto, (ii) the most recent summaries and summary plan descriptions, including any summary of material modifications, (iii) annual reports (Form 5500 series) for the last three years filed with the IRS Plans with respect to such Company Benefit Plan the three (and, if the 3) most recent annual report is a Form 5500R, the most recent Form 5500C filed with respect to such Company Benefit Plan), recently completed plan years; (ivviii) the most recent actuarial report or results of any nondiscrimination, coverage, top-heavy and other financial statement relating to such Company Benefit Plan, (v) the most recent determination or opinion letter, if any, issued by the IRS with respect to any Company Benefit Plan and any pending request for such a determination letter, (vi) nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests) for each Company Benefit Plan for the last three years most recently completed plan years; (ix) fidelity bond and fiduciary liability insurance policies; and (viix) all non-routine filings made with any copies of notices, letters or other correspondence from the Internal Revenue Service, Department of Labor, Department of Health and Human Services, or Pension Benefit Guaranty Corporation, or other Governmental Entity with respect Authority relating to any Company the Benefit Plan, including all filings under the Voluntary Compliance Resolution or Closing Agreement Program or the Department of Labor Delinquent Filer Program or any similar program.