Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (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 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 and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan 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
Sources: Merger Agreement (Niku Corp), Agreement and Plan of Reorganization (Niku Corp), Agreement and Plan of Reorganization (Niku Corp)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies 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 or related trustPlan; (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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Planletters; (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) all model COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; 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
Sources: Merger Agreement (Sybase Inc), Merger Agreement (Extended Systems Inc), Merger Agreement (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 Plan, International Employee Plan, and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (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 or related trustPlan; (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 or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all samples of standard COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all the three (3) most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; 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
Sources: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Digitalthink 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 and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (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 or related trustPlan; (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 or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan 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
Sources: Agreement and Plan of Reorganization (Etoys Inc), Agreement and Plan of Reorganization (Evoke Inc), Merger Agreement (Etoys Inc)
Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 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) all forms of COBRA forms notices and related notices; outsourcing contracts, (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; 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, (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
Sources: Merger Agreement (Storage Technology Corp), Merger Agreement (Sun Microsystems, Inc.)
Documents. The Company has provided or made available furnished to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (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 or related trustPlan; (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; (viv) all the most recent IRS determination, opinion, notification and advisory letters and rulings relating determination or opinion letter issued with respect to each Company Employee Plans Plan, if applicable, and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan, 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
Sources: Merger Agreement (Tippingpoint Technologies Inc), Merger Agreement (3com Corp)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents 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 interpretations thereofdescription 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 or related trustPlan; (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; (viv) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all material applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable Legal Requirements); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; 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
Sources: Merger Agreement (Electronic Clearing House Inc), Merger Agreement (Electronic Clearing House 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 Plan, International Employee Plan, and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (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 or related trustPlan; (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 or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all the three (3) most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; 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
Sources: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Informix Corp)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each the Company Employee Plan and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each the 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 the Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of the 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 the 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 or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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 the Company Employee Plan and any proposed the 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 the Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each the Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; 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
Sources: Merger Agreement (Xfone Inc), Merger Agreement (Xfone Inc)
Documents. The Company Target has provided or made available to Parent Acquiror (i) current, correct and complete copies of all documents embodying or relating to each Company Target Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; (or a summary of any oral Target Employee Plan), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trust; 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 most recent 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 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 material liability to the Company; Target or any of its Subsidiaries, (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Target Employee Plan; , (x) all COBRA forms and related notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Target Employee Plan; , (xiix) all discrimination tests for each Company Target Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Target Employee Plan, to the extent applicable, (xii) 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, (xiii) the most recent IRS determination or opinion letter issued with respect to each Target Employee Plan and (ivx) all rulings or notices issued by a Governmental Entity with respect to each Target Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (INPHI Corp), Agreement and Plan of Merger (INPHI Corp)
Documents. The Company and each of the Subsidiaries has provided or made available to Parent Made Available (i) correct and complete copies of all material documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all material amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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) all COBRA forms and related notices; (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; 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
Sources: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)
Documents. The Company has provided or made available to Parent or its counsel: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and written interpretations thereof and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three 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 or related trustPlan; (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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 correspondence to or from any Employee or Employees governmental agency relating to any Company Employee Plan received by the Company or an Affiliate within the prior three (3) years; (vii) all forms of COBRA notices; (viii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years; and (x) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, if any, that is intended to satisfy or be subject to Code Section 401(a). There have been no communications in the past three (3) years by the Company or any Affiliate to any Employee relating to any Company Employee Plan 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 result that are not reflected in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering terms of the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan 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
Sources: Merger Agreement (Echo Healthcare Acquisition Corp.), Agreement and Plan of Merger (Echo Healthcare Acquisition Corp.)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (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 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) 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 and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency 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; (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) all the most recent COBRA forms and related notices; (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) all 401(k) discrimination tests tests, if any, for each Company Employee Plan 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
Sources: Agreement and Plan of Reorganization (Red Hat Inc), Agreement and Plan of Reorganization (Concord Communications Inc)
Documents. The Company has provided or made available delivered to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingPlan, without limitation, including all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (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 Plan 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 most recent summary(ies) 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 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, DOL United States Department of Labor (“DOL” or any other governmental agency Governmental Entity with respect to any 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 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) all discrimination tests and qualification tests, if any, for each Company Employee Plan 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
Sources: Merger Agreement (Marchex Inc), Merger Agreement (Marchex Inc)
Documents. The Company and each ERISA Affiliate has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 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) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination nondiscrimination tests and related reports and summaries for each Company Employee Plan for the three most recent plan year; 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, (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
Sources: Merger Agreement (Secure Computing Corp), Merger Agreement (McAfee, Inc.)
Documents. The Company STB has provided or made available to Parent 3Dfx (i) correct and complete copies of all documents embodying or relating to each Company STB Employee Plan and each STB Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company STB Employee Plan; (iii) the three most recent annual reports (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 Plan 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 most recent summary(ies) summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company STB Employee Plan; (vi) all IRS determination, opinion, notification and advisory determination letters and rulings relating to Company STB Employee Plans and copies of all applications and correspondence to or from the IRS, DOL IRS or any other governmental agency the Department of Labor ("DOL") with respect to any Company STB 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan yearSTB; 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
Sources: Merger Agreement (STB Systems Inc), Agreement and Plan of Reorganization (3dfx Interactive Inc)
Documents. The Company has provided or made available to Parent Parent: (i) correct accurate and complete copies of all documents embodying or relating to each United States Company Employee Plan and each United States Employee Agreement includingAgreement, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each United States Company Employee Plan; (iii) the three 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 or related trustPlan; (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 most recent 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 letters and rulings relating with respect to each United States Company Employee Plans Plan, and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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 material 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) all COBRA forms and forms of related noticesnotices (or such forms and forms of notices as may be required under any comparable Legal Requirement relating to any Company Employee Plan); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all the three most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; 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
Sources: Merger Agreement (Etec Systems Inc), Agreement and Plan of Reorganization (Applied Materials Inc /De)
Documents. The Company has provided or made available to Parent Acquiror true, correct and complete copies, as applicable, of (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents (and written interpretations thereof; 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 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 material 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) all COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; and 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
Sources: Unit Purchase Agreement, Unit Purchase Agreement (Apptio Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies 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 or related trustPlan; (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 or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; 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
Sources: Merger Agreement (Polycom Inc), Securities Purchase Agreement (Pc Tel Inc)
Documents. The Company has provided Companies have provided, or made available have caused to Parent be provided, to Purchaser:
(i) correct current, accurate and complete copies of all material documents embodying or relating to each Company Employee Benefit Plan and each written Employee Agreement includingAgreement, without limitation, including all amendments thereto, all related trust documents and written interpretations thereof; , side letters of understanding and trust or funding agreements with respect thereto;
(ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; two (iii2) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Benefit Plan or related trust; ;
(iviii) if the Company Employee Plan is funded, the most recent annual determination letter received from the IRS, if any, for each Company Benefit Plan and periodic accounting related trust which is intended to satisfy the requirements of Company Employee Plan assets; Section 401(a) of the Code;
(viv) the most recent summary plan description together with the most recent summary(ies) summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Benefit 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, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) 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 each Company Employee Benefit Plan and any proposed Company Employee Planssince January 1, in each case, relating 2003;
(vi) a schedule of all Employees who have been granted options to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result purchase capital stock in any material liability of the Companies or Seller, the dates of such grants, the dates such options are exercisable, the vesting periods of such options and a summary of the obligations of Purchaser with respect to such options which are unvested as of the Companydate hereof; and
(ixvii) current, accurate and complete copies of all correspondence special written agreements entered into on or after July 8, 2005 relating to, among other subjects, severance or retention payments pursuant to which (1) severance payments are to be made to Employees whose employment with any of the Companies is terminated within six months after the Closing Date or from any governmental agency relating (2) retention payments are to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining be made to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan 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 PlanEmployees.
Appears in 2 contracts
Sources: Stock Purchase Agreement (Analogic Corp), Stock Purchase Agreement (Emageon Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan, International Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (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 or related trustPlan; (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 or DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the three (3) most recent plan yearyears; 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
Sources: Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Merger Agreement (Triquint Semiconductor 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 Plan, International Employee Plan, and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (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 or related trustPlan; (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 determinationdetermination or opinion letters, opinionany notification or advisory letters, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Planpending 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) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all insurance policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all the most recent plan year discrimination tests for each Company Employee Plan for the most recent plan yearPlan; 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
Sources: Agreement and Plan of Reorganization (Sybase Inc), Agreement and Plan of Reorganization (New Era of Networks Inc)
Documents. The Company has provided or made available and each of its Subsidiaries have Made Available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 material 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) all forms of COBRA forms notices and related notices; outsourcing contracts, (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; 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, (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
Sources: Merger Agreement (Micron Technology Inc), Merger Agreement (Lexar Media Inc)
Documents. The Company has provided provided, or made available will provide as soon as practicable following the execution of this Agreement, to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents 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 Plan 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) 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 letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to an examination, audit or submission under the Voluntary Compliance Resolution Program or Closing Agreement Program of 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 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) all COBRA forms registration statements and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; 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
Sources: Merger Agreement (Excite Inc), Merger Agreement (At Home Corp)
Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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) all COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all any discrimination tests for each Company Employee Plan for the three most recent plan year; and 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
Sources: Merger Agreement (Quantum Corp /De/), Merger Agreement (Advanced Digital Information Corp)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all material documents embodying or relating to each Company Employee Plan, International Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three two (2) 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 or related trustPlan; (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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Planletters; (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) all material COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the three (3) most recent plan yearyears; 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
Sources: Agreement and Plan of Reorganization (Sanmina Corp/De), Agreement and Plan of Reorganization (Sci Systems Inc)
Documents. The Company has provided or made available to Parent Parent: (i) correct and complete copies of all material documents embodying or relating to each Company Employee Plan and each Employee Agreement Agreement, including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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, which would result in each casea material liability to Company or to any ERISA Affiliate, 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 Governmental Entity concerning any audit or examination by such Governmental Entity of any Company Employee Plan; Plan which would result in material liability to Company or to any ERISA Affiliate, (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiiviii) all discrimination tests for each Company Employee Plan for the three (3) most recently completed plan years, (ix) the most recent plan year; and IRS determination or opinion letter issued with respect to each Company Employee Plan, if applicable, (xiiix) all registration statements, annual reports (on Form 11-K and all attachments thereto, and (xi) and all prospectuses prepared or used during calendar year 2003 in connection with each Company Employee Plan.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, other than legally-mandated plans, programs and arrangements and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies 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 or related trustPlan; (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 or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years' discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; 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
Sources: Merger Agreement (Precise Software Solutions LTD), Merger Agreement (Veritas Software Corp /De/)
Documents. The Company has provided or made available to Parent (i) the Buyer correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each 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 Agreement Plan; (ii) all Employment Agreements, current contracts of employment or material particulars of the terms of employment (including, without limitationprejudice to the generality of the foregoing, all amendments theretoseverance, all related trust documents consulting, relocation, repatriation, and written interpretations thereofexpatriation arrangements) for Senior Employees; (iiiii) 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 or related trustPlan; (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 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 thereto and advisory letters and rulings relating to Company in the case of International Employee Plans the most recent participant booklets and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements announcements to employees 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering for U.S. Employee Plans the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) 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
Sources: Offer Agreement (Hewlett Packard Co), Offer Agreement (Hewlett Packard Co)
Documents. The Company Parent has provided or has made available to Parent VHA: (i) correct and complete copies of all documents embodying or relating to each Company Parent Employee Plan and each Employee Agreement including, without limitation, (including all amendments thereto, all related trust documents thereto and written interpretations thereof); (ii) the most recent annual actuarial valuations, if any, prepared for each Company Parent Employee Plan; (iii) the three 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 Plan 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 most recent 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 letters, and rulings relating to Company Parent Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Parent 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; 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
Sources: Common Stock and Warrant Agreement (Vha Inc), Common Stock and Warrant Agreement (Neoforma Com Inc)
Documents. The Except as set forth in Part 2.14 of the Company --------- Disclosure Letter, 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 and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto 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 Plan 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) 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 letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee PlanPlans; (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 PlanCOBRA forms and related notices currently in use; and (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; 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
Sources: Merger Agreement (Egghead Com Inc), Merger Agreement (Onsale 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 and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (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 or related trustPlan; (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 or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan 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
Sources: Agreement and Plan of Reorganization (Infospace Com Inc), Agreement and Plan of Reorganization (Infospace Com Inc)
Documents. The Company and each of the Subsidiaries has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; all related management, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 material 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) all COBRA forms and related notices; (xivii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiviii) all discrimination tests for each Company Employee Plan for the three most recent plan year; 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
Sources: Merger Agreement (FireEye, Inc.), Merger Agreement (FireEye, Inc.)
Documents. The Company Liquid has provided or made available to Parent (i) Alliance correct and complete copies of of: (i) all documents embodying or relating to each Company Liquid Employee Plan and each Employee Liquid Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies 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 or related trustPlan; (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 most recent 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 letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Liquid Employee Plan for the most recent plan yearPlan; 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
Sources: Agreement and Plan of Merger (Liquid Audio Inc), Merger Agreement (Liquid Audio Inc)
Documents. The Company Talarian has provided or made available to Parent --------- TIBCO:
(i) correct and complete copies of all material documents embodying or relating to each Company Talarian Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written 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 Plan 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 most recent 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 letters, and rulings relating to Company Talarian Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Talarian 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; 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
Sources: Merger Agreement (Talarian Corp), Merger Agreement (Tibco Software Inc)
Documents. The Company Healthvision has provided or has made available to Parent Neoforma: (i) correct and complete copies of all documents embodying or relating to each Company Healthvision Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Healthvision Employee Plan; (iii) the three 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 Healthvision Employee Plan or related trust; (iv) if the Company Healthvision Employee Plan is funded, the most recent annual and periodic accounting of Company Healthvision Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Healthvision Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Healthvision Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Healthvision Employee Plan; (vii) all material written agreements and contracts relating to each Company Healthvision 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 Healthvision Employee Plan and any proposed Company Healthvision 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 CompanyHealthvision; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Healthvision Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (Eclipsys Corp), Merger Agreement (Neoforma Com Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all material documents embodying or relating to each Company Employee Plan and each Employee Employment Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (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 or related trustPlan; (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; (viv) all the most recent IRS determination, opinion, notification and advisory letters and rulings relating determination or opinion letter issued with respect to each Company Employee Plans Plan, if applicable, and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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 Liability to the Company; (ixvii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; (xviii) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan, 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, if applicable to be filed) and prospectuses prepared in connection with each Company Employee Plan, as applicable.
Appears in 2 contracts
Sources: Merger Agreement (Tanox Inc), Merger Agreement (Genentech Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies 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 or related trustPlan; (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 or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; 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
Sources: Merger Agreement (Loudeye Corp), Merger Agreement (Xicor Inc)
Documents. The Except as set forth in Section 3.25(c) of the Disclosure Schedules, the Company has provided or made available to Parent (i) correct and complete copies of (i) all documents embodying or relating to each Company Employee Plan and each Employee Employment Agreement including, without limitation, (including all amendments Amendments thereto, ) and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereof; 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 or related trust; 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 description, together with the most recent summary(ies) summaries 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 or the DOL or any other governmental agency with respect to any Company Employee Plan; 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 Material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendmentsAmendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events Events which would result in any material Material liability to the Company; , (ixviii) all correspondence to or from any governmental agency Governmental Body relating to any Company Employee Plan; , (xix) all COBRA forms and related notices; notices (xior such forms and notices as required under comparable Law), (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan year; 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
Sources: Merger Agreement (Spacedev Inc)
Documents. The Company and each ERISA Affiliate has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; 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 or related trust; 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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; , (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) all COBRA forms and related notices; notices (xior such forms and notices as required under comparable law), (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiixi) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; 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
Sources: Merger Agreement (Altiris Inc)
Documents. The Company has provided or made available delivered to Parent (i) Acquiror correct and complete copies of of: (i) all documents embodying or relating to governing each Company Employee Plan and each International Employee Agreement includingPlan, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies 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 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 or related trustPlan; (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 most recent 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRSletters, DOL or any other governmental agency if any, 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 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all three most recent plan years discrimination tests for each Company Employee Plan for subject to non-discrimination testing under the most recent plan yearCode; 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
Sources: Merger Agreement (Stratagene Corp)
Documents. The Company has Sellers have provided (or made available will provide no later than immediately following execution of this Agreement) to Parent (i) Buyer correct and complete copies of of: (i) all documents embodying or relating to each Company Seller Employee Plan and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies 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 or related trustPlan; (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 most recent 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 letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Seller Employee Plan for the most recent plan yearPlan; 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 provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (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 or related trustPlan; (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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Planletters; (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 material correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all the three (3) most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; and (xiii) all registration 33 statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Proxim Inc /De/)
Documents. The Company has provided or made available to Parent (i) correct and --------- complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (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 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) 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 and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency 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; (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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests tests, if any, for each Company Employee Plan 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
Sources: Agreement and Plan of Reorganization (Inktomi Corp)
Documents. The Company Cybex has provided or made available to Parent Apex: (i) correct and complete copies of all documents embodying or relating to each Company Cybex Employee Plan Plan, Cybex International Employee Plan, and each Employee Cybex Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies 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 (2) 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 or related trustPlan; (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 most recent 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 letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Cybex Employee Plan for the most recent plan yearPlan, 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
Sources: Agreement and Plan of Reorganization (Cybex Computer Products Corp)
Documents. Section 2.10(a) of the Company Disclosure Letter sets forth a list of the following: (i) the Company Benefit Plans (as defined in 2.10(b) below); (ii) all severance and employment agreements of the Company with directors or executive officers; (iii) all material severance programs and policies of each of the Company and its Subsidiaries; (iv) all plans or agreements of the Company and its Subsidiaries relating to any of its current or former employees, consultants or directors (each, an “Employee”) pursuant to which benefits would vest or an amount would become payable or the terms of which would otherwise be altered, in any case, by virtue of the transactions contemplated hereby, (iv) each document embodying each Retirement Plan of the Company (a “Company Retirement Plan”); (iv) the Company Purchase Plan; and (v) each stock option plan, stock award plan, stock appreciation right plan, phantom stock plan, stock option, other equity or equity-based compensation plan, equity or other equity based award to any Person (whether payable in cash, shares or otherwise) (to the extent not issued pursuant to any of the foregoing plans) or other plan or Contract of any nature with any Person (whether or not an Employee) pursuant to which any stock, option, warrant or other right to purchase or acquire capital stock of the Company or right to payment based on the value of Company capital stock has been granted or otherwise issued, but, in any case excluding the Company Purchase Plan (such plans, collectively, “Stock Option Plans” and the Company Purchase Plan and the Stock Option Plans of the Company collectively, “Company Stock Option Plans”). The Company has provided delivered or made available to Parent (ifor review the documents representing each of the items listed on Section 2.10(a) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (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 or related trust; (iv) if the Company Employee Plan is fundedDisclosure Letter and any related tax returns, governmental correspondence, contracts or agreements, insurance policies, discrimination testing, prospectuses, determination, opinion or advisory letters from the most recent annual Internal Revenue Service 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan 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 Plandescriptions.
Appears in 1 contract
Documents. The Company ONElist has provided provided, or made available will provide within three (3) days following the execution of this Agreement, to Parent eGroups (i) correct and complete copies of all documents embodying or relating to materially affecting the interpretation or application of each Company ONElist Employee Plan and each ONElist Employee Agreement including, without limitation, including all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company ONElist Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company ONElist Employee Plan or related trust; (iv) if the Company ONElist Employee Plan is funded, the most recent annual and periodic accounting of Company ONElist Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company ONElist Employee Plan which has a material adverse effect on such ONElist Employee Plan; (vi) all the most recent IRS determination, opinion, notification and or advisory letters as applicable, and rulings relating to Company ONElist Employee Plans and copies of all applications and correspondence to or from the IRS, DOL IRS or any other governmental agency the Department of Labor ("DOL") with respect to any Company ONElist Employee PlanPlan or ONElist Employee Agreement; (vii) all material written agreements and contracts relating to each Company ONElist Employee PlanPlan and ONElist Employee Agreement, including, but not limited to, trust agreements, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material distributed to any ONElist Employee or ONElist Employees relating to any Company ONElist Employee Plan or ONElist Employee Agreement and any proposed Company ONElist Employee PlansPlan or ONElist Employee Agreement, 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 CompanyONElist; and (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company ONElist Employee PlanPlan not otherwise publicly available on the SEC website.
Appears in 1 contract
Documents. The Company has provided or made available to Parent through the Effective Time (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (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 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) 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 determination letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL IRS or any other governmental agency the Department of Labor ("DOL") 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; 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
Sources: Agreement and Plan of Reorganization (Goto Com Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan (including each International Employee Plan, if any) and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trustPlan; (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 most recent 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 material liability to the Company; (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) the form of all COBRA forms and related notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiix) all discrimination tests nondiscrimination test reports and summaries, if any are required, for each Company Employee Plan for the three most recent plan yearyears; 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 provided or previously made available to Parent in the Data Room: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingPlan, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (including Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code Code, or any similar Laws of other jurisdictions applicable to the Company or a Subsidiary, in connection with each Company Employee Plan 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 most recent summary(ies) 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 and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company or any Subsidiary relating to Company Employee Plans and copies of all applications and any correspondence regarding actual or potential audits or investigations to or from the IRS, DOL or any other governmental agency Governmental Entity with respect to any 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 material 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 material forms and notices relating to any Company Employee Planthe provision of post-employment continuation of health coverage; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; and (xiixi) all discrimination tests and qualification tests, if any, for each Company Employee Plan 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
Sources: Merger Agreement (Red Hat Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingAgreement, without limitationincluding all amendments, all amendments theretosummary plan descriptions, all related and trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three 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 or related trust; 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 most recent 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 material 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) all COBRA forms and related notices; (xivii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiviii) all discrimination tests test results for each Company Employee Plan for the three (3) most recent plan year; and years, (xiiiix) all registration statements, annual reports the most recent IRS determination letter (Form 11-K and all attachments theretoor opinion letter in the case of a prototype plan) and prospectuses prepared in connection issued with respect to each Company Employee Plan, and (x) 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 amendments, supplements and modifications to such International Plan, (ii) the most recent annual report or similar compliance documents required to be filed with any Governmental Entity with respect to such International Plan, and (iii) any document with respect to such International Plan comparable to the IRS determination letter referenced above.
Appears in 1 contract
Sources: Merger Agreement (Vistaprint N.V.)
Documents. The Company has provided delivered or made available to the Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingPlan, without limitation, including all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code Code, or any similar Laws of other jurisdictions applicable to the Company, in connection with each Company Employee Plan 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 most recent summary(ies) 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 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 any correspondence regarding actual or potential audits or investigations) to or from the IRS, DOL or any other governmental agency Governmental Entity with respect to any 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 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability Liability insurance covering the fiduciaries of for each Company Employee Plan; and (xiixi) all discrimination tests and qualification tests, if any, for each Company Employee Plan 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
Sources: Merger Agreement (Marchex Inc)
Documents. The Company and each of its ERISA Affiliates has provided or made available Made Available, to Parent the extent applicable: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trust; 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 most recent 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 material liability Liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; 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
Sources: Agreement and Plan of Reorganization (Sarcos Technology & Robotics Corp)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Company Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) each relocation, repatriation and expatriation agreement; (iii) the most recent annual actuarial valuations, if any, prepared for each Company 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 or related trustPlan; (ivv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (vvi) 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; (vivii) 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, DOL or any other governmental agency 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 contractsletters; (viii) all material communications material made to any Company Employee or Company Employees after January 1, 2002, 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 COBRA (as defined below) forms and related notices (or such forms and notices as required under comparable law); (x) all material correspondence to or from any governmental agency in the past three years relating to any Company Employee Plan; Plan (x) all COBRA forms and related noticesincluding any filings with any governmental agency); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of most recent plan years discrimination tests for each Company Employee Plan; and (xii) all discrimination tests for each Company Employee Plan 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. As used in this Agreement, “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and as codified in Section 4980B of the Code and Section 601 et. seq. of ERISA.
Appears in 1 contract
Documents. The Company DSW has provided or made available to Parent FAA: (i) correct and complete copies of all documents embodying or relating to each Company DSW Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company DSW 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 DSW Employee Plan or related trustPlan; (iv) if the Company any DSW Employee Plan is funded, the most recent annual and periodic accounting of Company such DSW Employee Plan Plan's 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 DSW 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 or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company DSW 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 DSW Employee Plan and any proposed Company DSW 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 CompanyDSW; (ix) all correspondence to or from any governmental agency relating to any Company DSW Employee Plan; (x) all COBRA forms and related notices; (xi) all notices, certificates and forms required under HIPAA; (xii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company DSW Employee Plan; (xiixiii) all discrimination tests for each Company DSW Employee Plan for the most recent last three plan yearyears; and (xiiixiv) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company DSW Employee Plan.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Firstamerica Automotive Inc /De/)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies 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 Internal Revenue Code in connection with each Company Employee Plan or related trustPlan; (iv) all written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts; (v) if the Company Employee Plan or International Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (vvi) 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; (vivii) 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 or the DOL or any other governmental agency 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 contractssuch application or letter; (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; and (x) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the three (3) 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 Planyears.
Appears in 1 contract
Documents. The Company and each of its Subsidiaries has provided or made available to Parent Made Available (i) correct and complete and up-to-date copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents and written interpretations thereof; (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 most recent annual reports (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 or related trust; (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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency 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 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 material 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) all COBRA forms which would materially affect the information contained therein and, in particular, and related notices; (xi) all policies pertaining without limiting the generality of the foregoing, no promises or commitments have been made to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each amend any Company Employee Plan for or to provide increased benefits thereunder to any of the most recent plan year; and (xiii) all registration statementsEmployees, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Planexcept as required by applicable legislation.
Appears in 1 contract
Documents. The Company and each of its ERISA Affiliates has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trust; 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 most recent 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency 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, 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 material 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) all COBRA forms and related notices; (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; 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
Sources: Merger Agreement (F5 Networks Inc)
Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; (provided that for Employee Agreements that are standard form agreements, the form, rather than each individual agreement, has been provided, with the exception that any Employee Agreement that deviates materially from the form will be separately provided), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; report (iii) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts Table of Contents 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 within the past three (3) years to any Employee or Employees relating to any Company Employee Plan and or any proposed Company Employee PlansPlan, in each case, including communications 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 material 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; Plan within the past three (x3) all years, (viii) forms of COBRA forms notices and related notices; outsourcing contracts, (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; 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 within the past three (3) years, (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 1 contract
Sources: Merger Agreement (Cybersource Corp)
Documents. The Company has provided or made available furnished to Parent Purchaser: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 communications, including without limitation any notice required under Section 4980F of the Code and Section 204(h) of ERISA, 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 material liability to the Company; Company or any ERISA Affiliate, (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; 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, (xii) all HIPAA policies and procedures, privacy notices and 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 1 contract
Documents. The Company has provided or made available delivered to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingPlan, without limitation, including all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (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 Plan 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 most recent summary(ies) 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 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, DOL United States Department of Labor (“DOL” or any other governmental agency Governmental Entity with respect to any 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 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) all discrimination tests and qualification tests, if any, for each Company Employee Plan 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
Sources: Merger Agreement (Marchex Inc)
Documents. The Company Ridge has provided or made available to Parent Adaptec: (i) correct and complete copies of all documents embodying or relating to each Company Ridge Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Ridge 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 Ridge Employee Plan or related trustPlan; (iv) if the Company any Ridge Employee Plan is funded, the most recent annual and periodic accounting of Company such Ridge Employee Plan Plan's 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 Ridge 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 or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Ridge 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 Ridge Employee Plan and any proposed Company Ridge 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 CompanyRidge; (ix) all correspondence to or from any governmental agency relating to any Company Ridge Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Ridge Employee Plan; (xii) all discrimination tests for each Company Ridge Employee Plan 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 Ridge Employee Plan.
Appears in 1 contract
Documents. The Company has provided (or made available will provide prior to Parent Closing) to the Buyer: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (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 or related trustPlan; (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 between the Company and the IRS or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan 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
Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 material 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) all COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; 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
Sources: Agreement and Plan of Reorganization (Epicor Software Corp)
Documents. The Company has provided provided, or made available upon request, 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, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contacts, group insurance contracts, and written interpretations thereofpolicies 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; three (iii3) the three 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 or related trustPlan; (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, DOL IRS or any other governmental agency the DoL with respect to any Company Employee Plansuch 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) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) all the three (3) most recent plan years' discrimination tests for each Company Employee Plan for the most recent plan yearPlan; 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
Sources: Merger Agreement (Xcarenet Inc)
Documents. The Company has provided delivered or made available to Parent Parent: (i) correct and complete copies of all material documents embodying or and relating to each Company Employee Plan, including the Plan and each Employee Agreement including, without limitationdocument, all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto5500), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iii) the three most recent actuarial reports (if applicable) for all 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 most recent summary(ies) of material modifications theretodescription, 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, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written contracts, instruments or agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts investment management agreements, collective bargaining agreements and group insurance contracts; (viiivi) all communications material the most recent IRS determination or opinion letter issued with respect to any Employee or Employees relating to any each Company Employee Plan intended to be qualified under Section 401(a) of the Code; and (vii) all filings under the IRS’ Employee Plans Compliance Resolution System Program or any proposed Company Employee Plansof its predecessors, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration the U.S. Department of payments or vesting schedules Labor Delinquent Filer Voluntary Program or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency government correction program relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining . None of the Company, its Subsidiaries, any ERISA Affiliate, or any employee, officer, director, stockholder or other service provider of the Company or any of its Subsidiaries has made any promises or commitments, whether legally binding or not, to fiduciary liability insurance covering the fiduciaries of for each create any additional Company Employee Plan; (xii, agreement or arrangement, or to modify or change in any material way any existing Company Employee Plan. Other than as set forth in Section 411(d)(3) all discrimination tests for of the Code or individual employee agreements, there are no restrictions on the ability of the sponsor of each Company Employee Plan for to amend or terminate any Company Employee Plan, and 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 sponsor of each Company Employee PlanPlan has reserved such rights to amend or terminate the Company Employee Plans and not made any representations to the contrary.
Appears in 1 contract
Sources: Merger Agreement (Lca Vision Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each the Company Employee Plan and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each the 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 the Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of the 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 the 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 or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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 the Company Employee Plan and any proposed the 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 the Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each the Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each the Company Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Xfone 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 Plan, International Employee Plan, and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (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 or related trustPlan; (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 or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all the three (3) most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; 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
Sources: Agreement and Plan of Reorganization (E Piphany Inc)
Documents. The Company has provided or made available to Parent (i) Parent: correct and complete copies of (i) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (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 or related trustPlan; (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 material applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all the three (3) most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; 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
Sources: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Documents. The Company and each Affiliate has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; 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 or related trust; 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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; , (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) all COBRA forms and related notices; notices (xior such forms and notices as required under comparable law), (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiixi) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; 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
Sources: Merger Agreement (Altiris Inc)
Documents. The Company has previously provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingPlan, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (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 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 most recent summary(ies) 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 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, DOL or any other governmental agency Governmental Entity with respect to any 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) all discrimination tests and qualification tests, if any, for each Company Employee Plan 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 Parent (i) Verigy correct and complete copies of of: (i) all documents embodying or relating to each Company Employee LTX-Credence Benefit Plan and each LTX-Credence Employee Agreement including, without limitation, required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies 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 Plan or related trustLTX-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 most recent 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Planletters; (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 liability 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 (xix) all COBRA forms and related notices; the three (xi3) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all most recent plan years’ discrimination tests for each Company Employee LTX-Credence Benefit Plan 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 Planwhich such tests are required.
Appears in 1 contract
Sources: Merger Agreement (Verigy Ltd.)
Documents. The Company and each of its ERISA Affiliates has provided or made available Made Available, to Parent the extent applicable: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trust; 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 most recent 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency 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, 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 material liability to the Company; schedules, (ixvii) all non-routine correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; 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
Sources: Merger Agreement (Pluralsight, Inc.)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to or, if no plan documents exist, each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trust; 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 most recent 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 material 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) all model COBRA forms and related model notices; , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiixi) all discrimination tests for each Company Employee Plan for the three most recent plan year; 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
Documents. The With respect to only such items that cover current Employees or to which the Company or its Subsidiaries has or could have any liability, the Company and each of its Subsidiaries have provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents documents, and written interpretations thereof; (ii) the most recent annual actuarial valuationssummary plan description together with the summary(ies) of material modifications thereto, if any, prepared for each Company Employee Plan; any (iiiii) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 material 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) all sample COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; 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, 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
Sources: Merger Agreement (Autodesk 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 and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents 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 Plan 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) 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 letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL with respect to any filings required under the Code or ERISA or any other governmental agency 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 PlanCOBRA forms and related notices currently in use; and (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; 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 1 contract
Sources: Merger Agreement (Imall Inc)
Documents. The Company has provided or otherwise made available to Parent (i) Acquiror correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and International Employee Plan, and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies 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 (Series Form 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 most recent 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 and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL IRS or any other governmental agency the Department of Labor (“DOL”) with respect to any Company Employee Plansuch 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 material liability Plan during the three (3) years prior to the CompanyClosing; (ixviii) all correspondence to or from any governmental agency relating to any the three (3) most recent plan years discrimination tests for each applicable Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; 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
Sources: Transaction Agreement (Avocent Corp)
Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; trust, insurance or other funding documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements agreements, elections, directions and contracts relating to each Company Employee Plan, includingincluding administrative forms, but not limited to, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all substantive communications material to any Employee or Employees relating to any Company Employee Plan and or any proposed Company Employee PlansPlan, in each case, case relating to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules schedules, or other enrollments, elections, or events which would result in any material 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; Plan other than correspondence that is not reasonably likely to result in a material liability to the Company or any of its Subsidiaries, (x) all COBRA forms and related notices; (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of fiduciaries, and all fidelity bonds required under ERISA, for each Company Employee Plan; , (xiiix) all discrimination tests performed to demonstrate compliance with requirements of the Code for each Company Employee Plan for the three most recent plan year; and years, (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided delivered to Parent or its advisors (or made available to in the Data Room for review by Parent (ior its advisors) correct true and complete copies of all documents embodying each of the Company Employee Plans and related material plan documents, including trust documents, group annuity contracts, plan amendments, insurance policies or contracts, participant agreements, employee booklets, administrative service agreements, summary plan descriptions, compliance and nondiscrimination tests (including 401(k) and 401(m) tests) for the last three (3) plan years, if applicable, standard COBRA forms and related notices, registration statements and prospectuses and, to the extent still in its possession, any material employee communications relating thereto. With respect to each Company Employee Plan and each Employee Agreement includingthat is subject to ERISA reporting requirements, without limitation, all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared Company has made available in the Data Room for each Company Employee Plan; (iii) review by Parent or its advisors copies of the three most recent annual reports (Series Form 5500 or 990 series and all schedules and financial statements attached thereto), if any, required under ERISA ) filed for the last five (5) plan years or the Code in connection with each Company Employee Plan or related trust; (iv) if for such shorter period of time as the Company Employee Plan has been subject to ERISA reporting requirements (and, if such report is fundeda Form 5500R, the two most recent Forms 5500C filed with respect to such Company Employee Plan). The Company has made available in the Data Room for review by Parent or its advisors 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 Internal Revenue Service determination or opinion letter issued with respect to each applicable Company Employee Plan; (vi) . The Company has made available in the Data Room for review by Parent or its advisors all IRS determination, opinion, notification and advisory letters and rulings relating to filings made by the Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency ERISA Affiliate of the Company with any Governmental Entity with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating Plan to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material the extent relevant to any Employee ongoing obligation 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 liability of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to , including any filings under the IRS’ Employee Plans Compliance Resolution System program or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering of its predecessors or the fiduciaries Department of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan 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 PlanLabor Delinquent Filer Voluntary Compliance program.
Appears in 1 contract
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan (including each International Employee Plan, if any) and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trustPlan; (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 most recent 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 material liability to the Company; (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) the form of all COBRA forms and related notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiix) all discrimination tests nondiscrimination test reports and summaries for each Company Employee Plan for the three most recent plan yearyears; 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.
Appears in 1 contract
Sources: Merger Agreement (Taleo Corp)
Documents. The Company has provided or made available to Parent Parent: (i) correct i)correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the ii)the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iiiiii)the three (3) the three most recent annual reports (Series 5500 Form Series5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if iv)if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the 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 or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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 viii)all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlans which would result in any material liability to the Company, 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 Companyschedules; (ix) all correspondence to or from any governmental agency Governmental Body relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan 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
Sources: Agreement and Plan of Reorganization (Infospace Com Inc)
Documents. The Company has previously provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingPlan, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (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 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 most recent summary(ies) 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 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, DOL or any other governmental agency Governmental Entity with respect to any 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) all discrimination tests and qualification tests, if any, for each Company Employee Plan 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 has provided or made available (prior to the Closing Date) to Parent (i) correct and complete copies of the following items, all of which are listed in Section 2.20(c) of the Disclosure Letter:
(i) all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingAgreement, without limitation, including all amendments thereto, thereto and written interpretations thereof and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts and written interpretations thereof; policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Plan;
(ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; ;
(iii) the three 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 or related trust; ;
(iv) if the a Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assets; ;
(v) the most recent summary plan description together with the most recent summary(ies) summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; ;
(vi) all current IRS determination, opinion, notification and advisory letters and rulings relating to each Company Employee Plans Plan and copies of all pending applications and related correspondence to or from the IRS, DOL IRS or any other governmental agency the Department of Labor (“DOL”) 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 that are currently in effect that are 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; ;
(viii) all correspondence within the five years prior to the date of this Agreement to or from any Governmental Entity relating to any Company Plan other than matters related to Section 2.20(c)(vi);
(ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all current COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); and
(xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests, if any, for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) 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
Sources: Merger Agreement (K2 Inc)
Documents. The Company and each ERISA Affiliate has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; 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 or related trust; 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 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 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) all COBRA forms and related notices; notices (xior such forms and notices as required under comparable law), (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiixi) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; 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
Sources: Merger Agreement (Pegasystems Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of the following items, all of which are listed in Section 2.20(c) of the Company Schedule:
(i) all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingAgreement, without limitation, including all amendments thereto, thereto and written interpretations thereof and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts and written interpretations thereof; 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 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 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) summaries 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, DOL IRS or any other governmental agency the Department of Labor (“DOL”) 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; Company or he Surviving Corporation;
(ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; ;
(xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); and
(xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests, if any, for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) 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
Sources: Merger Agreement (Valueclick Inc/Ca)
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 Plan, each material Employee Agreement and each material International Employee Agreement includingPlan, without limitation, including all amendments thereto, all related trust documents and written interpretations thereof; (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 (2) 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 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 most recent 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 letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company 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) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; 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
Sources: Agreement and Plan of Reorganization (Platinum Software Corp)
Documents. The Company Interwave has provided or made available to Parent (i) Alvarion correct and complete copies of of: (i) all documents embodying or relating to each Company Interwave Employee Plan Plan, other than legally-mandated plans, programs and arrangements and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies 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 or related trustPlan; (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 most recent 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 letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch 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) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years' discrimination tests for each Company INTERWAVE Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; 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 provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, as currently in effect including (without limitation, ) all material amendments thereto, all related trust documents 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 Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting accounting, if any, 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 the most recent IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from letter, if any, issued by the IRS, DOL or any other governmental agency IRS with respect to any Company Employee PlanPlan intended to be qualified under Section 401(a) of the Code; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, trust 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 occurring since the end of the most recent fiscal year included in the Company Financials which would result in any material liability to the Company; (ix) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; (x) samples of all COBRA administration forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; and (xii) all discrimination tests for each Company Employee Plan 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
Sources: Merger Agreement (Comscore, Inc.)
Documents. The Company has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; all related management, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 material liability to the Company; (ixvi) all correspondence and/or notifications in the three (3) year period preceding the date of this Agreement to or from any governmental agency or administrative service relating to any Company Employee Plan; , (x) all COBRA forms and related notices; (xivii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiviii) all discrimination tests for each Company Employee Plan for the three most recent plan year; 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 (d), 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 1 contract
Sources: Merger Agreement (FireEye, Inc.)
Documents. The Company and each of its Subsidiaries has provided or made available Made Available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents documents, investment and written interpretations thereof; funding policies or guidelines, and administrative or investment committee charters (ii) correct and complete copies of all service agreements with the most recent annual actuarial valuationsPersons listed in Section 4.22(p) of the Disclosure Schedule, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all audit reports, 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 or related trust; Plan, (iv) if the Company Employee Plan is funded, the three most recent annual and periodic accounting of Company Employee Plan assets; assets and the most recent actuarial valuations, (v) the most recent summary plan description together with the most recent 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency 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, including administrative service agreements, group annuity contracts and vendor agreements and group insurance contracts; , as well as any stop-loss, excess or similar policy pertaining to a Welfare Plan, (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 Liability to the Company; Company or any of its Subsidiaries, (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) all COBRA forms and related notices; , (xix) all policies pertaining to fiduciary liability Liability insurance covering the fiduciaries of for each Company Employee Plan; Plan and all policies for ERISA bonding, (xiixi) all discrimination tests nondiscrimination tests, reports and summaries for each Company Employee Plan for the three most recent plan year; years, and (xiiixii) all registration statements, annual reports IRS (Form 11-K and all attachments theretoor any other applicable Tax Authority) and prospectuses prepared in connection determination or opinion letters issued with respect to each Company Employee Plan, if applicable. All forms, reports or returns required to be filed with the DOL, IRS or any other Governmental Authority with respect to any Company Employee Plan have been timely and properly filed.
Appears in 1 contract
Sources: Merger Agreement (Informatica Corp)
Documents. The Company has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; 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 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 or related trust; Plan, (iviii) if the Company an Employee Plan is funded, the most recent annual and periodic accounting of Company such Employee Plan assets; , (viv) 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; , (viv) 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, DOL or any other governmental agency 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, including administrative service agreements, group annuity contracts agreements and group or other 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 material liability Liability to the Company; , (ixvii) all correspondence and/or notifications to or from any governmental agency or administrative service relating to any Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability Liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; 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. 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 Employee Plan or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder.
Appears in 1 contract
Sources: Purchase Agreement (eHealth, Inc.)
Documents. The Company has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each material Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; 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; three (iii3) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 material 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) all COBRA forms and related notices; (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiix) all discrimination nondiscrimination tests for each Company Employee Plan for the three (3) most recent plan year; 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 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
Sources: Merger Agreement (Medallia, Inc.)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents documents, service agreements, investment and written interpretations thereof; funding policies or guidelines, and administrative or investment committee charters, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all audit reports, 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 or related trust; Plan, (iviii) if the Company Employee Plan is funded, the three most recent annual and periodic accounting accountings of Company Employee Plan assets; assets and the most recent actuarial valuations, (viv) the most recent summary plan description together with the most recent 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 and vendor agreements and group insurance contracts; , as well as any stop-loss, excess or similar policy pertaining to a Welfare Plan, (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan Plan, Employee Agreement and any proposed Company Employee PlansPlan and any proposed Employee Agreement, 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 Liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; Plan or Employee Agreement, (xviii) all COBRA forms nondiscrimination tests, reports and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests summaries for each Company Employee Plan for the three most recent plan year; years, and (xiiixii) all registration statements, annual reports IRS (Form 11-K and all attachments theretoor any other applicable Tax Authority) and prospectuses prepared in connection determination or opinion letters issued with respect to each Company Employee Plan, if applicable. All forms, reports or returns required to be filed with the DOL, IRS or any other Governmental Authority with respect to any Company Employee Plan have been timely and properly filed.
Appears in 1 contract
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 and each Employee Agreement including, without limitation, all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (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 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 and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency 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, 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 material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan 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
Sources: Stock Purchase Agreement (Medicalogic/Medscape Inc)
Documents. The Company has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; 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; three (iii3) the three 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 or related trust; 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 most recent 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts currently in force 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 within the past three (3) years 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 material liability to the Company; , (ixvii) all correspondence and/or notifications within the past three (3) years to or from any governmental agency or administrative service relating to any Company Employee Plan; , (xviii) all current model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; 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 PlanPlan that is a tax-qualified retirement plan. 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. 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 has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement EXECUTION COPY including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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) all COBRA forms and related notices; notices (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; or such forms and notices as required under comparable law), (xiiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; 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 (xiiixii) all registration statementsthe most recent actuarial valuations, annual reports (Form 11-K and all attachments thereto) and prospectuses if any, prepared in connection with for each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trust; 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 most recent 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 amendmentsamendments of a Company Employee Plan, terminationsterminations of a Company Employee Plan, establishmentsestablishments of any new Company Employee Plan, increases or decreases in benefits, benefits under existing Company Employee Plans or acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; and years, (xiiixi) 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 and (xii) each affirmative action plan, if applicable.
Appears in 1 contract
Documents. The Company and each of the Subsidiaries has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each written Company Employee Plan and each Employee Agreement includingAgreement, without limitationand a written summary containing all material provisions of each unwritten Company Employee Plan and each unwritten Employee Agreement, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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 material liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all current model COBRA forms and related notices; , (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; 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
Sources: Merger Agreement (Roku, Inc)
Documents. The Company has provided or made available (prior to the Closing Date) to Parent (i) correct and complete copies of the following items, all of which are listed in Section 2.20(c) of the Company Schedule:
(i) all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingAgreement, without limitation, including all amendments thereto, thereto and written interpretations thereof and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts and written interpretations thereof; 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 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 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) summaries 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, DOL IRS or any other governmental agency the Department of Labor (“DOL”) 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; ;
(ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; ;
(xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); and
(xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests, if any, for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) 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
Sources: Merger Agreement (Valueclick Inc/Ca)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three 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 or related trust; 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 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 rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (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) years, (viii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; 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