Documents. The Company has made available to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Digitalthink Inc), Voting Agreement (Cypress Semiconductor Corp /De/), Non Competition Agreement (Cypress Semiconductor Corp /De/)
Documents. The Company Saturn has provided or made available to ParentNova correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Saturn Employee Plan, International Employee Plan, Plan and each Saturn Employee Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Saturn Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Saturn 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 Saturn Employee Plan; (iv) if the Company Saturn Employee Plan is funded, the most recent annual and periodic accounting of Company Saturn Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Saturn Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Saturn Employee or Saturn Employees relating to any Company Saturn Employee Plan and any proposed Company Saturn 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 CompanySaturn; (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Saturn Employee Plan; (xix) samples of standard all model COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests for each Company Saturn Employee Plan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Saturn Employee Plan.. Neither Saturn or any Saturn ERISA Affiliate has any plan or commitment to establish any new Saturn Employee Plan or Saturn Employee Agreement, to modify any Saturn Employee Plan or Saturn Employee Agreement (except to the extent required by law or to conform any such Saturn Employee Plan or Saturn Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to Nova in writing, or as required by this Agreement), or to adopt or enter into any Saturn Employee Plan or Saturn Employee Agreement
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Scansoft Inc), Agreement and Plan of Merger (Nuance Communications), Agreement and Plan of Merger (Scansoft Inc)
Documents. The Company has made available provided to ParentBuyer: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year, if required; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Evoke Inc), Agreement and Plan of Reorganization (Etoys Inc), Agreement and Plan of Reorganization (Etoys Inc)
Documents. The Company has provided or made available to Parent: Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and thereto, all related trust documentsdocuments and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS IRS, DOL or the DOL any other governmental agency with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Niku Corp), Agreement and Plan of Reorganization (Niku Corp), Agreement and Plan of Reorganization (Niku Corp)
Documents. The Company has made available provided to ParentBuyer: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement Plan including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) each affirmative action plan, if applicable, (vii) all communications material to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; , (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xix) samples of standard model COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiixi) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; and Plan for the three most recent plan years, (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xiii) all HIPAA privacy notices and all business associate agreements to the extent required under HIPAA and (xiv) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (TRxADE HEALTH, INC), Membership Interest Purchase Agreement (TRxADE HEALTH, INC)
Documents. The Company has provided or made available to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plannotices; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Va Linux Systems Inc), Agreement and Plan of Reorganization (Andover Net Inc)
Documents. The Company and each ERISA Affiliate has made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules schedules, audit reports and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples of standard all model COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years discrimination all nondiscrimination tests and related reports and summaries for each Company Employee Plan; and Plan for the three most recent plan years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) all HIPAA privacy notices and all business associate agreements to the extent required under HIPAA, (xiii) all form notices to Medicare-eligible participants under Part D of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“Medicare Part D”), and (xiv) all IRS determination or opinion letters, as applicable, issued with respect to each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Secure Computing Corp), Agreement and Plan of Merger (McAfee, Inc.)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Informix Corp), Agreement and Plan of Reorganization (Informix Corp)
Documents. The Company has made available provided to ParentParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Xicor Inc), Agreement and Plan of Merger (Loudeye Corp)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Infospace Com Inc), Agreement and Plan of Reorganization (Infospace Com Inc)
Documents. The Company Healthvision has provided or has made available to ParentNeoforma: (i) correct and complete copies of all documents embodying each Company Healthvision Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Healthvision 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 Healthvision Employee PlanPlan 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 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, and rulings relating to Healthvision Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterHealthvision 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) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plannotices; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Healthvision Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eclipsys Corp), Agreement and Plan of Merger (Neoforma Com Inc)
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.. (d)
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tangible Asset Galleries Inc), Agreement and Plan of Merger (Tangible Asset Galleries Inc)
Documents. The Company has provided or made available to ParentParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Planother than legally-mandated plans, programs and arrangements and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan or any International Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years years' discrimination tests for each Company Employee Plan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; (xii) any licenses or permits held by Company which enable it to employ foreign employees or employees from "territories" currently administered by Israel; and (xiii) any pamphlet, booklet or other employee manual distributed to employees of Company which discuss Company Employee Plans.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Veritas Software Corp /De/), Agreement and Plan of Merger (Precise Software Solutions LTD)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or any other similar Applicable Law in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assetsassets and copies of all applicable trust documents and any amendments; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA or any other Applicable Law with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings from the IRS or other similar Governmental Entity relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL or any other similar Governmental Entity with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, insurance policies, bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any liability material Liability to the CompanyCompany or its Affiliates; and (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Superclick Inc)
Documents. The Company and each of its Subsidiaries has provided or made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto (or written descriptions of any unwritten Company Employee Plans or Employee Agreements) and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection filed with respect to each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material during the last year to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples of standard all COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years any discrimination tests for each Company Employee Plan; and Plan for the three most recent plan years, (xiiixi) all the most recent registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prospectuses, if any, prepared in connection with each Company Employee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreements, as currently in use or effect, to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter, if any, issued with respect to each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Digital Information Corp), Agreement and Plan of Merger (Quantum Corp /De/)
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Tangible Asset Galleries Inc), Agreement and Plan of Reorganization (Socket Communications Inc)
Documents. The Company has provided or made available to Parent: (i) correct and complete copies of all documents embodying to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plannotices; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.. (d)
Appears in 2 contracts
Samples: Exhibit 2 Agreement (Transcend Therapeutics Inc), Agreement and Plan Of (Keravision Inc /Ca/)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plannotices; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Atl Products Inc), Agreement and Plan of Reorganization (Quantum Corp /De/)
Documents. The Company has provided or made available to Parentthe Buyer correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) all Employment Agreements, current contracts of employment or material particulars of the terms of employment (including, without prejudice to the generality of the foregoing, severance, consulting, relocation, repatriation, and expatriation arrangements) for Senior Employees; (iii) a current template or sample of a contract of employment or the material particulars of the terms and conditions of employment (including, without prejudice to the generality of the foregoing, severance, consulting, relocation, repatriation, and expatriation arrangements) for each grade or level of Company Employee; (iv) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iiiv) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company U.S. Employee Plan; (ivvi) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of that Company Employee Plan assets; (vvii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company thereto and in the case of International Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, Plans the most recent participant booklets and all applications material announcements to employees and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contractsparticipants; (viii) for U.S. Employee Plans the most recent IRS determination letter, and for International Employee Plans evidence of plan approval; (ix) all written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, Plans in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCompany or any of its Affiliates; (ixx) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company U.S. Employee Plan; (xii) Plans the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiiixii) all registration statements, annual reports (for U.S. Employee Plans, Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Offer Agreement (Hewlett Packard Co), Offer Agreement (Hewlett Packard Co)
Documents. The Company has made available provided to ParentParent correct and complete copies of: (i) correct and complete copies of all material documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three two (32) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, International Employee Plan and Employee Agreement, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts, if any; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all material COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Planyears; and (xiii) all registration statements, annual reports (Form 1110-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sanmina Corp/De), Agreement and Plan of Reorganization (Sci Systems Inc)
Documents. The Company has made available provided to ParentParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan, a written description of each material Company Employee Plan that is not set forth in a written document; (ii) the three (3) most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto, or otherwise), if any, required under ERISA or ERISA, the Code or other applicable Legal Requirement in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viv) all IRS determination, opinion, notification and advisory letters, and all material applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viivi) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would reasonably be expected to result in any material liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable lawLegal Requirements); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiiix) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Electronic Clearing House Inc), Agreement and Plan of Merger (Electronic Clearing House Inc)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and written interpretations thereof and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under filed pursuant to ERISA or the Code in connection with each Company Employee Plan; (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications from the Company within the prior three (3) years material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee PlanPlan within the prior three (3) years; (xviii) samples of standard all material COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Planyears; and (xiiixi) all registration statements, annual reports (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 2 contracts
Samples: Amended and Restated Agreement and Plan of Merger (Key Hospitality Acquisition CORP), Agreement and Plan of Merger (Key Hospitality Acquisition CORP)
Documents. The Company has made available provided to ParentParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, International Employee Plan and Employee Agreement, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts, if any; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Planyears; and (xiii) all registration statements, annual reports (Form 1110-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Sawtek Inc \Fl\), Agreement and Plan of Reorganization (Triquint Semiconductor Inc)
Documents. The Company Talarian has provided or made available to Parent--------- TIBCO: (i) correct and complete copies of all material documents embodying to each Company Talarian Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Talarian Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Talarian Employee PlanPlan or related trust; (iv) if the Company Talarian Employee Plan is funded, the most recent annual and periodic accounting of Company Talarian Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Talarian Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Talarian Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterTalarian Employee Plan; (vii) all material written agreements and contracts relating to each Company Talarian Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Talarian Employee Plan and any proposed Company Talarian Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyTalarian; and (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Talarian Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Talarian Corp), Agreement and Plan of Merger (Tibco Software Inc)
Documents. The Company has made available provided to Parent: (i) correct and --------- complete copies of all documents embodying to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events events, any of which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plannotices; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Extended Systems Inc)
Documents. The Company has made available delivered to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentsthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Code Code, or any similar Laws of other jurisdictions applicable to the Company in connection with each Company Employee PlanPlan or related trust; (iv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company relating to Company Employee Plans and copies of all applications and correspondence (including specifically any correspondence regarding actual or potential audits or investigations) to or from the IRS IRS, United States Department of Labor (“DOL” or the DOL any other Governmental Entity with respect to any such application or letter; Company Employee Plan, (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited toincluding fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material Liability to the CompanyCompany and which are not reflected in the current summary plan description and plan document; (ix) all correspondence to or from any governmental agency material forms and notices relating to any Company Employee Planthe provision of post-employment continuation of health coverage; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for of each Company Employee Plan; (xiixi) the three (3) most recent plan years all discrimination tests and qualification tests, if any, for each Company Employee PlanPlan for the most recent plan year; and (xiiixii) all registration statements, annual reports (Form 11-K or any similar form required under the Laws of other jurisdictions applicable to the Company and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Marchex Inc), Agreement and Plan of Merger (Marchex Inc)
Documents. The Company has made available Sellers have provided to ParentBuyer: (i) correct and complete copies of all material documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and written interpretations thereof and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan, as applicable; (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee PlanPlan that is subject to such requirements; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCompany or its Subsidiary; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Planyears; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, as applicable; and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, as applicable.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (Union Street Acquisition Corp.), Membership Interest Purchase Agreement (Union Street Acquisition Corp.)
Documents. The Company has made available provided to Parent: (i) correct accurate and complete copies of all documents embodying each United States Company Employee Plan, International Employee Plan, Plan and each United States Employee Agreement Agreement, including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each United States Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each United States Company Employee Plan; (iv) if the for each United States Company Employee Plan that is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) each summary of material modifications thereto, if any, required under ERISA with respect to each United States Company Employee Plan; (vi) all the most recent IRS determination, opinion, notification and advisory lettersletters with respect to each United States Company Employee Plan, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts Contracts relating to each United States Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any United States Company Employee Plan and or any proposed United States Company Employee PlansPlan, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would could result in any liability to any of the CompanyAcquired Corporations; (ix) all correspondence to or from any governmental agency Governmental Body relating to any United States Company Employee Plan; (x) samples of standard all COBRA forms and forms of related notices (or such forms and forms of notices as may be required under any comparable lawLegal Requirement relating to any Company Employee Plan); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Applied Materials Inc /De), Agreement and Plan of Reorganization (Etec Systems Inc)
Documents. The Company has made available provided, or will provide as soon as practicable following the execution of this Agreement, to Parent: (i) correct and complete copies of all documents embodying to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentsthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to an examination, audit or submission under the Voluntary Compliance Resolution Program or Closing Agreement Program of any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events any of which would result in any material liability to the Company; and (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms registration statements and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and current prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (At Home Corp), Agreement and Plan of Reorganization (Excite Inc)
Documents. The Except as set forth in Part 2.14 of the Company --------- Disclosure Letter, Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence rulings relating to or from the IRS or the DOL with respect to any such application or letterCompany Employee Plans; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plancurrently in use; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Onsale Inc), Agreement and Plan of Merger (Egghead Com Inc)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determinationdetermination or opinion letters, opinion, any notification and or advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such pending application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee PlanPlan (other than correspondence of the types described in (vi) above); (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all insurance policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years year discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Sybase Inc)
Documents. The Company has provided or made available to Parent: Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (Agreement, including, without limitation) , all amendments thereto and all related trust documentsthereto,; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS IRS, DOL or the DOL any other governmental agency with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual EXECUTION VERSION and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory lettersSchedules, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; Plan (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiixi) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ibeam Broadcasting Corp)
Documents. The Company has made available to Parent: Made Available (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; documents and all related management and/or monitoring and/or information documents and/or records required by Legal Requirements, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts 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 liability to the Company; , (ixvii) all material 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) samples of standard all current model COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for years, (xi) all HIPAA Privacy Notices and all Business Associate Agreements to the extent required under HIPAA and (xii) the most recent IRS determination, opinion, notification or advisory letters issued with respect to each Company Employee Plan; Plan that is a tax-qualified retirement plan. To the Company's Knowledge, 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 (xiii) all registration statementswithout limiting the generality of the foregoing, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each no promises or commitments have been made to amend any Company Employee PlanPlan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder.
Appears in 1 contract
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and trust and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules schedules, accountant opinions, and financial statements attached thereto)) and summary annuals reports, if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and any pending request for such letters or rulings, and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application Company Employee Plan, including any filings under the IRS’s Employee Plan Compliance Resolution System Program or letterany of its predecessors or the United States Department of Labor Delinquent Filer Program; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCompany or its Affiliates; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination nondiscrimination tests performed under the Code (including 401(k) and 401(m) tests), as applicable, for each Company Employee Plan; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has made available provided to ParentParent correct and --------- complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts, if any; (viii) all communications communications, if any, material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence correspondence, if any, to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices presently being used (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, if any; (xii) the three (3) most recent plan years discrimination tests tests, if any, for each Company Employee PlanPlan for the three most recent plan years; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prospectuses, if any, prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cobalt Networks Inc)
Documents. The Company has provided or made available to Parent: Parent --------- (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS IRS, DOL or the DOL any other governmental agency with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all material written agreements and contracts relating to each Company Employee Plan; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests tests, if any, for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Affiliate Agreement (Inktomi Corp)
Documents. The Company has provided or made available to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and written interpretations thereof and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under filed pursuant to ERISA or the Code in connection with each Company Employee Plan; (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications from the Company within the prior three (3) years material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee PlanPlan within the prior three (3) years; (xviii) samples of standard all material COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) all coverage, non-discrimination and other qualification related tests under Code Sections 401, 410, 411, 414 and 416 for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Planyears; and (xiiixi) all registration statements, annual reports (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
Samples: Agreement and Plan of Merger (COMMITTED CAPITAL ACQUISITION Corp)
Documents. The Company has made available provided to ParentParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each 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; (iv) all material 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 is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (vvi) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vivii) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); and (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries discrimination tests for each Company Employee Plan; (xii) Plan for the three (3) most recent plan years discrimination tests for each years. All forms, reports or returns required to be filed with the DOL, IRS or any other Governmental or Regulatory Authority with respect to any Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee PlanPlan have been timely filed.
Appears in 1 contract
Documents. The Company and each of its Subsidiaries has made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; documents (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; (iii) the three (3) most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts 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 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) samples years, (viii) forms of standard COBRA forms notices and related notices outsourcing contracts, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; and Plan for the three most recent plan years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan 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
Documents. The Company Star has made available provided to ParentCoherent: (i) correct and complete copies of all documents embodying each Company Star Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Star 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 Star Employee Plan; (iv) if the Company Star Employee Plan is funded, the most recent annual and periodic accounting of Company Star Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Star Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all material applications and correspondence to or from the IRS or the DOL with respect to any such application or letterletter related to Star; (vii) all material written agreements and contracts relating to each Company Star 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 Star Employee Plan and any proposed Company Star 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 CompanyStar; (ix) all material correspondence to or from any governmental agency relating to any Company Star Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Star Employee Plan; (xiixi) the three (3) most recent plan years all discrimination tests for each Company Star Employee PlanPlan for the most recent plan year; and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Star Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Coherent Inc)
Documents. The Company Sand has made available to ParentPhoenix: (i) correct and complete copies of all documents embodying each Company Sand Employee Plan, International Employee Plan, Plan and each Sand Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Sand 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 Sand Employee Plan; (iv) if the Company Sand Employee Plan is funded, the most recent recently required and completed annual and periodic accounting of Company Sand Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Sand Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Sand Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all written communications material to any Sand Employee or Sand Employees relating to any Company Sand Employee Plan and any proposed Company Sand 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 CompanySand; (ix) all correspondence to or from any governmental agency relating to any Company Sand Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Sand Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Sand Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Sand Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Insilicon Corp)
Documents. The Company Seller has made available to Parent: (i) correct the Buyer true and complete copies of all documents embodying each Company Employee Plan, International Employee Plancurrent position descriptions, and all material documents in connection with each Employee Agreement Benefit Plan in which Employees of any of the Companies participate, including (without limitationwhere applicable): (i) all Employee Benefit Plans as in effect on the date hereof, together with all amendments thereto and all related trust documentsthereto, including, in the case of any Employee Benefit Plan not set forth in writing, a written description thereof; (ii) the most recent annual actuarial valuationsall current summary plan descriptions, if anysummaries of material modifications, prepared for each Company Employee Planand material communications; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA IRS determination letter obtained with respect to each Company Employee PlanBenefit Plan intended to be qualified under Section 401(a) of the Code or exempt under Section 501(a) of the Code; and (viiv) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterall Assumed Benefit Plans and Arrangements, to the extent applicable, (A) all current trust agreements, declarations of trust and other documents establishing other funding arrangements (and all amendments thereto and the latest financial statements thereof); (viiB) the annual report on IRS Form 5500 series for each of the last three years for each Assumed Benefit Plan and Arrangement required to file such form; (C) the most recently prepared financial statements for each Assumed Benefit Plan and Arrangement for which such statements are required; (D) all material written minutes with respect to the meetings of each Assumed Benefit Plan and Arrangement's administrative committee and/or plan administrator; and (E) all contracts and agreements and contracts relating to each Company Employee PlanAssumed Benefit Plan and Arrangement, including, but not limited to, administrative including service provider agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan , annuity contracts, investment management agreements, subscription agreements, participation agreements, recordkeeping agreements and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plancollective bargaining agreements.
Appears in 1 contract
Documents. The Company has made available delivered to ParentAcquiror correct and complete copies of: (i) correct and complete copies of all documents embodying or governing each Company Employee Plan, Plan and International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan and International Employee Plan; (ii) in relation to each unfunded International Employee Plan, a description and a schedule of the liabilities under that International Employee Plan; (iii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan, and each International Employee Plan (and if there is no such actuarial valuation, a description and a schedule of the funding position of the relevant Company Employee Plan or International Employee Plan); (iiiiv) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (ivv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting financial statements of the Company Employee Plan assetsPlan; (vvi) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vivii) all the most recent IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL if any, with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all material correspondence to the Company from any governmental agency or from the Company to any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee PlanPlan subject to non-discrimination testing under the Code; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has made available Sellers have provided (or will provide no later than immediately following execution of this Agreement) to ParentBuyer correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Seller Employee Plan, International Employee Plan, Plan and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Seller Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Seller Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Seller Employee Plan; (iv) if the Company a Seller Employee Plan is funded, the most recent annual and periodic accounting of Company such Seller Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summaries of material modifications thereto, if any, required under ERISA with respect to each Company Seller Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Seller Employee Plan and any proposed Company Seller Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanySeller; (ixviii) all correspondence to or from any governmental agency relating to any Company Seller Employee Plan; (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests for each Company Seller Employee Plan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Seller Employee Plan.
Appears in 1 contract
Documents. The Company and each of the Subsidiaries has made available to Parent: Made Available (i) correct and complete copies of all documents embodying each written Company Employee Plan, International Employee Plan, Plan and each Employee Agreement Agreement, and a written summary containing all material provisions of each unwritten Company Employee Plan and each unwritten Employee Agreement, including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viiivi) all communications material correspondence and/or notifications to or from any Employee governmental agency or Employees administrative service relating to any Company Employee Plan and any proposed Company Employee Planswithin the past three years, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard current model COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; Plan for the three most recent plan years, if applicable and (xiiix) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company and except as expressly contemplated by this Agreement, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder. To the Knowledge of the Company, no verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.
Appears in 1 contract
Documents. The Company ONElist has made available provided, or 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 materially affecting the interpretation or application of each Company ONElist Employee Plan, International Employee Plan, Plan and each ONElist Employee Agreement including (without limitation) all amendments thereto and all related trust documentsthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company ONElist 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 ONElist Employee PlanPlan 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 summary(ies) most recent 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 lettersletters as applicable, and rulings relating to ONElist Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL Department of Labor ("DOL") with respect to any such application ONElist Employee Plan or letterONElist 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) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company ONElist Employee PlanPlan not otherwise publicly available on the SEC website.
Appears in 1 contract
Documents. The Company and each of its Subsidiaries has made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; documents (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; (iii) the three (3) most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all 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 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) samples years, (viii) forms of standard COBRA forms notices and related notices outsourcing contracts, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; and Plan for the three most recent plan years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan 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
Documents. The Company has made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable law in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable law with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any 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 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) samples of standard model COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; and Plan for the three most recent plan 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
Samples: Agreement and Plan of Merger (API Technologies Corp.)
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (EXECUTION COPY including, without limitation) , all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which have not been adopted and likely would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries discrimination tests for each Company Employee Plan; (xii) Plan for the three (3) most recent plan years discrimination tests years, (x) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, (xi) any licenses or permits held by Company which enable it to employ foreign employees or employees from "territories" currently administered by Israel, and (xii) the most recent actuarial valuations, if any, prepared for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent: Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification determination letters and advisory letters, rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL Department of Labor ("DOL") with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, including but not limited to, administrative administration 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; and (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, each material Employee Agreement and each material International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentsthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan and each material International Employee Plan; (iii) the three two (32) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan or International Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to under each Company Employee Plan and International Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all written communications material to any Employee or Employees relating to any Company Employee Plan or International Employee Plan and any proposed Company Employee Plans or International Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plannotices; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan and International Employee Plan.
Appears in 1 contract
Documents. The Company Interwave has provided or made available to ParentAlvarion correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Interwave Employee Plan, International Employee Planother than legally-mandated plans, programs and arrangements and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Interwave Employee Plan or any International Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Interwave Employee Plan; (iv) if the Company Interwave Employee Plan is funded, the most recent annual and periodic accounting of Company Interwave Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Interwave Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Interwave Employee Plan and any proposed Company Interwave Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyInterwave; (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Interwave Employee Plan; (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years years' discrimination tests for each Company INTERWAVE Employee Plan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Interwave Employee Plan; and (xii) any licenses or permits held by Interwave or any of its Subsidiaries which enable it to employ foreign employees.
Appears in 1 contract
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, Plan (including each International Employee Plan, if any) and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iviii) if the a Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the summary(ies) any summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) samples the form of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests all nondiscrimination test reports and summaries for each Company Employee PlanPlan for the three most recent plan years; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; (xii) all HIPAA Privacy Notices, notices of creditable coverage, and all Business Associate Agreements to the extent required under HIPAA; and (xiii) all IRS determination or opinion letter issued, and all applications and correspondence with the IRS and/or the DOL with respect to such application or letter with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company and each ERISA Affiliate has made available to Parent: Purchaser (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each material Employee Agreement Agreement, including (without limitation) all amendments thereto and all related trust documents; , if any, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited toincluding trust agreements, administrative service agreements, group annuity contracts agreements and group insurance contracts; Contracts, (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all correspondence material correspondence, if any, to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples forms of standard COBRA forms notices and related notices outsourcing Contracts, (or such forms and notices as required under comparable law); (xiix) all policies policies, if any, pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests tests, if any, for each Company Employee Plan; Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan years, and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection the most recent IRS determination or opinion letter issued with respect to each Company Employee PlanPlan intended to be qualified under Section 401(a) of the Code.
Appears in 1 contract
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and written interpretations thereof and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the summary(ies) 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 all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the CompanyCompany or any of its Subsidiaries; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Planyears; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mandalay Media, Inc.)
Documents. The Company and each ERISA Affiliate has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; , (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; , (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiixi) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Plan; and years, (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xiii) all “HIPAA Privacy Notices” and all “Business Associate Agreements” to the extent required under HIPAA and (xiv) all IRS determination opinion, notifications and advisory letters issued with respect to each Company Employee Plan and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter.
Appears in 1 contract
Documents. The Company has provided or made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) in each case with respect to which the Company or any of its ERISA Affiliates has or may have any liability or obligation including, as applicable, all amendments thereto and thereto, all related trust documents; , and the most recent summary plan description together with the summary(ies) of material modifications thereto, if any (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiiv) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiiv) each affirmative action plan, if applicable, (vi) all communications written communications, if in writing, or a description of such communications, of not in writing, material to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xviii) samples of standard all COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; Plan for the three most recent plan years, and (xiiixi) all registration statementsthe most recent IRS determination, annual reports (Form 11-K opinion, notification and all attachments thereto) and prospectuses prepared in connection advisor letters issued with respect to each Company Employee Plan, if applicable. The Company has provided or made available to Parent correct and complete copies of all sub-plans, annexes or other documents regarding options plans intended to qualify with Section 102 of the ITA, together with applications to the ITA and agreements with the Section 102 Trustee.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Align Technology Inc)
Documents. The Company and each of its Subsidiaries has provided or made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all material 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; Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples of standard a model COBRA forms form and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Plan; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Documentum Inc)
Documents. The Company has made available provided (or will provide prior to ParentClosing) to the Buyer: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from between the Company and the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.. (c)
Appears in 1 contract
Documents. The Company has made available to Parent: Acquiror (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee [*] Confidential treatment requested. 61 CONFIDENTIAL TREATMENT REQUESTED Plan; , (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any ERISA Affiliate, (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiixi) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Plan; and years, (xiiixii) all registration statements, annual reports (Form 11-11 K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xiii) all “HIPAA Privacy Notices” and all “Business Associate Agreements” to the extent required under HIPAA and (xiv) all IRS determination opinion, notifications and advisory letters issued with respect to each Company Employee Plan and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter.
Appears in 1 contract
Documents. The Company has previously made available to ParentParent in the Data Room: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form 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 PlanPlan or related trust; (iv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and all applications 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 any correspondence regarding actual or potential audits or investigations to or from the IRS IRS, DOL or the DOL any other Governmental Entity with respect to any such application or letterCompany 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) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for of each Company Employee Plan; and (xiiixi) all registration statementsdiscrimination and qualification tests, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with if any, for each Company Employee PlanPlan for the most recent plan year.
Appears in 1 contract
Documents. The Company has made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement Agreement, including (without limitation) all amendments thereto amendments, summary plan descriptions, and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each for any Company Employee Plan; , (iviii) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each such Company Employee Plan; ’s assets, (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiiv) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts trust agreements and group insurance contracts; , (viiiv) all material communications material to any Employee or Employees relating to any established or proposed Company Employee Plan and any proposed Company Employee Plans, in each case, relating that relates to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any liability Liability to the Company; Company or any of its Subsidiaries or ERISA Affiliates, (ixvi) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xivii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiiviii) discrimination test results for each Company Employee Plan for the three (3) most recent plan years discrimination tests for years, (ix) the most recent IRS determination letter (or opinion letter in the case of a prototype plan) issued with respect to each Company Employee Plan; , and (xiiix) visa and work permit information with respect to current Company Personnel. With respect to any International Plan, the Company has made available to Parent correct and complete copies of, to the extent applicable, (i) copies of such International Plan, including all registration statementsamendments, supplements and modifications to such International Plan, (ii) the most recent annual reports report or similar compliance documents required to be filed with any Governmental Entity with respect to such International Plan, and (Form 11-K and all attachments theretoiii) and prospectuses prepared in connection any document with each Company Employee Planrespect to such International Plan comparable to the IRS determination letter referenced above.
Appears in 1 contract
Documents. The Company has made available Made Available, with respect to Parenteach Company Employee Plan, as applicable: (i) correct and complete copies of all documents embodying each Company Employee PlanPlan in effect as of the date hereof or under which the Company or any of its Subsidiaries has any liability or obligation, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanCode; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viii) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viiv) all IRS determination, opinion, notification and advisory letters, and all applications and non-routine correspondence and/or notifications to or from any governmental agency in the IRS or the DOL with respect to any such application or letterlast three (3) years; (viiv) all material the most recent 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 or other insurance contractsContracts; (viiivi) all material communications material within the three most recent plan years to any Employee or Employees Employee(s) relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the CompanyCompany or any of its Subsidiaries; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xivii) all policies currently in effect pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xiiviii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the three most recent plan years; (ix) all privacy notices under HIPAA currently in effect and all Business Associate Agreements to the extent required under HIPAA; and (xiiix) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared opinion, or advisory letters. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in connection accordance with each Company Employee Planthis Section 2.15(b), which would affect the information contained therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Crexendo, Inc.)
Documents. The Company Ridge has made available provided to ParentAdaptec: (i) correct and complete copies of all documents embodying each Company Ridge Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company 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; (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 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, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company 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) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Ridge Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Ridge Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Ridge Employee Plan.
Appears in 1 contract
Documents. The Company and each ERISA Affiliate has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; , (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivii) all 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 liability to the Company; , (ixviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiixi) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Plan; and years, (xiiixii) all registration statements, annual reports (Form 11-11 K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xiii) all “HIPAA Privacy Notices” and all “Business Associate Agreements” to the extent required under HIPAA and (xiv) all IRS determination opinion, notifications and advisory letters issued with respect to each Company Employee Plan and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter.
Appears in 1 contract
Documents. The Company and each of its ERISA Affiliates has made available Made Available, to Parentthe extent applicable: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement Plan including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , except with respect to any PEO Company Employee Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material all modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all material communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; schedules, (ixvii) all non-routine correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples of standard all model COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; Plan for the three most recent plan years, and (xiiixi) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. No promises or commitments have been made to amend any Company Employee Plan except to the extent required by applicable Laws or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. No verbal promises or representations have been made by authorized representatives of the Company to any Employees to increase their compensation following the Agreement Date or to continue their employment for any specific duration.
Appears in 1 contract
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying or, if no plan documents exist, each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable Law in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable Law with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) each affirmative action plan, if applicable, (vii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; Company or any of its Subsidiaries, (ixviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) samples of standard all model COBRA forms and related notices model notices, (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiixi) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; Plan for the three most recent plan years, (xii) the most recent IRS (or any other applicable tax authority) determination or opinion letter issued with respect to each Company Employee Plan and (xiii) true, correct and complete copies of all registration statements, annual reports (Form 11-K and all attachments theretoelection statements under Section 83(b) and prospectuses prepared of the Code that are in connection the possession of the Company or subject to its control with each respect to any unvested Company Employee PlanCommon Stock or other property issued by the Company.
Appears in 1 contract
Samples: Agreement and Plan of Merger (On2 Technologies, Inc.)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration 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
Samples: Agreement and Plan of Reorganization (Proxim Inc /De/)
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement as currently in effect including (without limitation) all material amendments thereto and all related trust documentsthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (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 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 lettersletter, and all applications and correspondence to or from if any, issued by the IRS or the DOL with respect to any such application or letterCompany Employee Plan 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 standard all COBRA administration forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; and (xii) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee PlanPlan for the most recent plan year.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Comscore, Inc.)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required filed under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all material applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.. -25- (d) Employee Plan Compliance. Except as set forth on Schedule 2.20(d), (i) the Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code; (ii) each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Company Employee Plan; (iii) to the knowledge of the Company, no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan; (iv) there are no actions, suits or claims pending, or, to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan; (v) each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time, without material liability to the Parent, the Company or any of its Affiliates (other than ordinary administration expenses); (vi) there are no audits, inquiries or proceedings pending or, to the knowledge of the Company or any Affiliates, threatened by the IRS or DOL with respect to any Company Employee Plan; and (vii) to the knowledge of the Company, neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. (e) Pension Plan. Neither the Company nor any Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any Pension Plan which is subject to Title IV of ERISA or Section 412 of the Code. (f) Multiemployer and Multiple Employer Plans. At no time has the Company or any Affiliate contributed to or been obligated to contribute to any Multiemployer Plan. Neither the Company, nor any Affiliate has at any time ever maintained, established, sponsored, participated in, or contributed to any multiple employer plan, as described in Section 413(c) of the Code. (g) No Post-Employment Obligations. No Company Employee Plan provides, or reflects or represents any liability to provide retiree health to any person for any reason, except as may be required by COBRA or other applicable statute, and the Company has never represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) or any other person that such Employee(s) or other person would be provided with retiree health, except to the extent required by statute. (h)
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Documents. The Company has made available provided to Parent: (i) correct and complete copies of all documents embodying to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including 31 (without limitation) all amendments thereto and thereto, all related trust documentsdocuments and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee PlanPlan or related trust; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: 6 Agreement and Plan of Reorganization (Healtheon Corp)
Documents. The Company has made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Employment Agreement including (including, without limitation) , all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; , (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples of standard all COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years discrimination tests for each Company Employee Plan; , and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan. Employee Plan Compliance. The Company has performed all material obligations required to be performed by it under, is not in material default or material violation of, and has no knowledge of any default or violation by any other party to each Company Employee Plan, and each Company Employee Plan has been established and maintained in accordance with its terms and is in material compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code. Each Company Employee Plan intended to qualify under Section 401(a) of the Code and each trust intended to qualify under Section 501(a) of the Code has either received a favorable determination, opinion, notification or advisory letter from the IRS with respect to each such Company Employee Plan as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to apply for such a letter and make any amendments necessary to obtain a favorable determination as to the qualified status of each such Company Employee Plan. No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 4975 of the Code or Section 408 of ERISA (or any administrative class exemption issued thereunder), has occurred with respect to any Company Employee Plan. There are no actions, suits or claims pending, or to the knowledge of the Company, threatened or reasonably anticipated (other than routine claims for benefits) against any Company Employee Plan or against the assets of any Company Employee Plan. Each Company Employee Plan (other than any stock option plan) can be amended, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without liability to Parent, the Company or any Affiliate (other than liabilities accrued on Company's balance sheet as of June 30, 2001 and other than ordinary course of business expenses associated with any Company Employee Plan from June 30, 2001 to immediately prior to the Effective Time). There are no audits, inquiries or proceedings pending or, to the knowledge of the Company, threatened by the IRS or DOL with respect to any Company Employee Plan. Neither the Company nor any Affiliate is subject to any penalty or tax with respect to any Company Employee Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. No Pension Plan. Neither the Company nor any other Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any Pension Plan subject to Title IV of ERISA or Section 412 of the Code. Collectively Bargained, Multiemployer and Multiple Employer Plans. At no time has the Company or any Affiliate contributed to or been obligated to contribute to any Multiemployer Plan. Neither the Company, nor any Affiliate has at any time ever maintained, established, sponsored, participated in, or contributed to any multiple employer plan, or to any plan described in Section 413 of the Code. No Post-Employment Obligations. No Company Employee Plan provides, or reflects or represents any liability to provide, retiree life insurance, retiree health or other retiree employee welfare benefits to any person for any reason, except as may be required by COBRA or other applicable statute, and the Company has never represented, promised or contracted (whether in oral or written form) to any Employee (either individually or to Employees as a group) or any other person that such Employee(s) or other person would be provided with retiree life insurance, retiree health or other retiree employee welfare benefit, except to the extent required by statute. Health Care Compliance. Neither the Company nor any Affiliate has, prior to the Effective Time and in any material respect, violated any of the health care continuation requirements of COBRA, the requirements of FMLA, the requirements of the Health Insurance Portability and Accountability Act of 1996, the requirements of the Women's Health and Cancer Rights Act of 1998, the requirements of the Newborns' and Mothers' Health Protection Act of 1996, or any amendment to each such act, or any similar provisions of state law applicable to its Employees.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cell Genesys Inc)
Documents. The Parent, Seller and the Company has made available have provided to Parent--------- Buyer: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has made available to Parent: Made Available (i) correct and complete copies of all documents embodying each material Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; documents and all related management and/or monitoring and/or information documents and/or records required by Legal Requirements, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each material Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viiivi) all written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence and/or notifications to or from any governmental agency Governmental Entity or administrative service relating to any Company Employee Plan; , (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiiix) all nondiscrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for years, and (x) the most recent IRS determination, opinion, notification or advisory letters issued with respect to each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each . No promises or commitments have been made to amend any Company Employee PlanPlan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. No verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.
Appears in 1 contract
Documents. The Company has made available to Parent: Parent (i) where the Company Employee Plan has been reduced to writing, correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents, and, where the Company Employee Plan has not been reduced to writing, a written summary of all material plan terms; (ii) the three most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable Law in connection with each Company Employee Plan; (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assetsassets (or, if applicable, the most recent financial and asset statements, audited where required by applicable Law); (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable Law with respect to each Company Employee Plan; (viv) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all current material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts and group insurance contracts, custodial agreements, funding agreements, investment management agreements, investment advisory agreements, and side letters; (viiivi) all communications material correspondence to or from any Employee or Employees Governmental Entity relating to any Company Employee Plan and any proposed other than routine correspondence in the normal course of operations of such Company Employee PlansPlan that occurred within the current calendar year, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Companythree (3) prior calendar years; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all current policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, if any, and ERISA bond; (xiiviii) the three (3) most recent plan years discrimination all nondiscrimination and top-heavy tests for each Company Employee PlanPlan for the three most recent plan years; and (xiiiix) all registration statements, annual reports the most recent IRS (Form 11-K and all attachments theretoor any other applicable tax authority) and prospectuses prepared in connection determination or opinion letter issued with respect to each Company Employee PlanPlan for which determination letters are currently available (or a copy of any pending application for a determination letter and any related correspondence from the IRS).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fulgent Genetics, Inc.)
Documents. The Except as set forth in SECTION 2.16(c) of the Company Disclosure Letter, the Company and each of its Subsidiaries has made available to Parent: Made Available (i) correct and complete copies of all material documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto (whether made, agreed or proposed to be made) and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv, and any other regulatory filings, approvals or registrations required by applicable Legal Requirements since January 1, 2005, including but not limited to ERISA or the Code, in connection with each Company Employee Plan,(iii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all written communications material to any Employee or Employees relating to any Company Employee Plan and or any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would could result in any liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) samples forms of standard COBRA forms notices and related notices outsourcing contracts, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; and Plan for the three most recent plan years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) forms of HIPAA Privacy Notices and forms of Business Associate Agreements to the extent required under HIPAA and (xiii) a current IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company has made available provided to Parent: (i) correct --------- and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Gateway International Holdings Inc)
Documents. The Company has made available previously provided to Parent: Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS IRS, DOL or the DOL any other Governmental Entity with respect to any such application or letter; Company Employee Plan, (vii) all material written agreements and contracts relating to each Company Employee Plan, including, including but not limited toto 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 schedules, other than individual employee statements of benefits or distribution notices issued in the ordinary course of business, or other events which would result in any material liability to the CompanyCompany and which are not reflected in the current summary plan description and plan document; (ix) all correspondence to or from any governmental agency forms and notices relating to any Company Employee Planthe provision of post-employment continuation of health coverage; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for of each Company Employee Plan; (xiixi) the three (3) most recent plan years all discrimination tests and qualification tests, if any, for each Company Employee PlanPlan for the most recent plan year; and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company FAS has provided or, except in the case of clause (i) below, made available through Novacare to ParentPurchaser: (i) correct and complete copies of all documents embodying relating to each Company FAS Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company FAS 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 FAS Employee PlanPlan or related trust; (iv) if the Company FAS Employee Plan is funded, the most recent annual and periodic accounting of Company FAS Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company FAS Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to FAS Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterFAS Employee Plan; (vii) all material written agreements and contracts relating to each Company FAS 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 FAS Employee Plan and any proposed Company FAS 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 CompanyFAS; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plannotices; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company FAS Employee Plan.
Appears in 1 contract
Documents. The Company has and each Affiliate have provided or made available to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement (other than Excluded Temporary Agreements) including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; , (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determinationcurrently effective written Contracts relating to each Company Employee Plan in effect as of the date hereof, opinionincluding administrative service agreements and group insurance contracts, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each casecase in the Company’s possession and, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; , (ixviii) other than correspondence provided routinely with respect to such Company Employee Plans, all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiixi) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; Plan for the three most recent plan years, (xii) all “HIPAA Privacy Notices” and all “Business Associate Agreements” to the extent required under HIPAA in effect as of the date hereof and (xiii) all registration statementsIRS determination opinion, annual reports (Form 11-K notifications and all attachments thereto) and prospectuses prepared in connection advisory letters issued with respect to each Company Employee PlanPlan and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter.
Appears in 1 contract
Documents. The Company has made available provided to Parent: (i) correct and complete --------- copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Gateway International Holdings Inc)
Documents. The Company has made available provided to Parent: Parent through the Effective Time (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification determination letters and advisory letters, rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL Department of Labor ("DOL") with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiiiviii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; (ix) all material written agreements contacts relating Company Employee Plan, including without limitation, administrative service agreements and group insurance contracts; (x) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xi) all COBRA forms and related notices; and (xii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Goto Com Inc)
Documents. The Company has made available provided to Parent: (i) correct i)correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the ii)the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the iii)the three (3) most recent annual reports (Form Series 5500 Series5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if 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 summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all 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 liability to the Companyschedules; (ix) all correspondence to or from any governmental agency Governmental Body relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Infospace Com Inc)
Documents. The Company has provided or made available to ParentParent correct and complete copies of: (i) correct and complete copies of all documents embodying or governing each Company Employee Plan, Plan and International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan and (ii) in relation to each unfunded International Employee Plan, details of the liabilities under that International Employee Plan; (iiiii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; , and each International Employee Plan (iiiand if there is no such actuarial valuation, details of the funding position of the relevant Company Employee Plan or International Employee Plan), (iv) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (ivv) if the 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 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 all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee PlanPlan subject to non-discrimination testing; and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan and (xiii) in relation to each unfunded International Employee Plan, details of how the liabilities under the International Employee Plan are accounted for, including details of how any provisions in respect of those liabilities has been calculated.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Objective Systems Integrators Inc)
Documents. The Company GNN has made available provided to ParentWebMD: (i) correct and complete copies of all documents embodying to each Company GNN Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and thereto, all related trust documentsdocuments and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company GNN Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Internal Revenue Code in connection with each Company GNN Employee PlanPlan or related trust; (iv) if the Company GNN Employee Plan is funded, the most recent annual and periodic accounting of Company GNN Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material Material modifications thereto, if any, required under ERISA with respect to each Company GNN Employee PlanPlan or related trust; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to GNN Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterGNN Employee Plan; (vii) all material Material written agreements and contracts Contracts relating to each Company GNN Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts Contracts and group insurance contractsContracts; (viii) all communications material to any Employee or Employees relating to any Company GNN Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability Material Liability to the CompanyGNN; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xi) all policies pertaining to fiduciary liability Liability insurance covering the fiduciaries for each Company GNN Employee Plan; (xii) the three (3) most recent plan years all discrimination tests for each Company GNN Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company GNN Employee Plan.
Appears in 1 contract
Documents. The Company has made available to Parent: Acquiror true, correct and complete copies, as applicable, of (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement Plan including (without limitation) all amendments thereto and all related trust documents; documents (and descriptions of the material terms of any such plan that is not in writing), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code to be filed in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance and stop-loss contracts; , (viiivi) all material communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, including all communications relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability Liability to the Company; , (ixvii) all correspondence correspondences and notifications to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xviii) samples of standard all COBRA forms and related notices notices, (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; and Plan for the three most recent plan years, (xiiixi) all registration statements, annual reports the most recent Internal Revenue Service (Form 11-K and all attachments theretoor any other applicable Tax Authority) and prospectuses prepared in connection determination or opinion letter issued with respect to each Company Employee Plan, if applicable, and (xii) the material terms and conditions of employment applicable to each Employee at the date of the Agreement Date. To the knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this subsection (b) above, which would affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or to provide increased or improved benefits thereunder or accelerate vesting, payment or funding thereunder.
Appears in 1 contract
Samples: Unit Purchase Agreement (Apptio Inc)
Documents. The Company has provided or made available to Parent: (i) correct accurate and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentsthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application Company Employee Plan delivered or letterreceived during the previous three (3) calendar years; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee PlanCOBRA forms and related notices; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan; and (xi) a list of all employees, officers and consultants of the Company reflecting each such person’s current title and/or job description and compensation.
Appears in 1 contract
Documents. The Company has made available provided to Parent: Purchaser (i) correct and complete copies of all material documents embodying each Company Employee Plan, Plan (including each International Employee Plan, if any) and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iviii) if the a Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the summary(ies) any summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) samples the form of standard all COBRA forms and related notices (or such forms and notices as required under comparable law)notices; (xiix) if applicable, all policies pertaining to fiduciary liability insurance covering the fiduciaries fiduciaries, if any, for each Company Employee Plan; (xiix) the three (3) most recent plan years discrimination tests all nondiscrimination test reports and summaries for each Company Employee PlanPlan for the three most recent completed plan years; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; (xii) all HIPAA Privacy Notices, notices of creditable coverage, and all Business Associate Agreements to the extent required under HIPAA; and (xiii) all IRS determination or opinion letter issued, and all applications and correspondence between the Company and the IRS and/or the DOL with respect to such application or letter with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent: (i) correct and complete copies of (i) all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required filed under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all material applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Documents. The Company has made available to Parent: Acquiror (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; , (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any ERISA Affiliate, (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiixi) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Plan; and years, (xiiixii) all registration statements, annual reports (Form 11-11 K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xiii) all “HIPAA Privacy Notices” and all “Business Associate Agreements” to the extent required under HIPAA and (xiv) all IRS determination opinion, notifications and advisory letters issued with respect to each Company Employee Plan and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter.
Appears in 1 contract
Documents. The Company has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plannotices; and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.. (d)
Appears in 1 contract
Documents. The Company has made available delivered to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentsthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Code Code, or any similar Laws of other jurisdictions applicable to the Company in connection with each Company Employee PlanPlan or related trust; (iv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company relating to Company Employee Plans and copies of all applications and correspondence (including specifically any correspondence regarding actual or potential audits or investigations) to or from the IRS IRS, United States Department of Labor (“DOL” or the DOL any other Governmental Entity with respect to any such application or letter; Company Employee Plan, (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited toincluding fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material Liability to the CompanyCompany and which are not reflected in the current summary plan description and plan document; (ix) all correspondence to or from any governmental agency material forms and notices relating to any Company Employee Planthe provision of post-employment continuation of health coverage; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for of each Company Employee Plan; (xiixi) the three (3) most recent plan years all discrimination tests and qualification tests, if any, for each Company Employee PlanPlan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.and
Appears in 1 contract
Documents. The Company and each of its ERISA Affiliates has made available Made Available, to Parentthe extent applicable: (i) correct and complete copies of all documents embodying the terms and conditions of each Company Employee Plan, International Employee Plan, and each Employee Agreement Plan including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material all modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (viiv) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all material written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any regarding amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments benefits or vesting schedules or other events which that would result in any liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xvii) samples of standard all model COBRA forms and related notices notices, if maintained by the Company for the prior two (or such forms and notices as required under comparable law); 2) years, (xiviii) all outstanding policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiiix) the three (3) most recent plan years all discrimination tests for each Company Employee Plan; Plan for the three most recent plan years, and (xiiix) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. No promises or commitments have been made to amend any Company Employee Plan or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. No verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Elastic N.V.)
Documents. The Company has made available provided to Parent: (i) correct and --------- complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documents; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Numerical Technologies Inc)
Documents. The Company and each Affiliate has made available provided to Parent: Parent (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (including, without limitation) , all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if anyany , prepared for each Company Employee Plan; , (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; , (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; , (xiixi) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each Company Employee Plan; and years, (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xiii) all "HIPAA Privacy Notices" and all "Business Associate Agreements" to the extent required under HIPAA and (xiv) all IRS determination opinion, notifications and advisory letters issued with respect to each Company Employee Plan and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter.
Appears in 1 contract
Documents. The Company has made available provided to Parent: (i) correct accurate and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee PlanCOBRA forms and related notices; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan; and (xi) a list of all employees, officers and consultants of the Company reflecting each such person’s current title and/or job description and compensation.
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Samples: Agreement and Plan of Merger (Progress Software Corp /Ma)
Documents. The Company has made available provided to ParentParent correct and complete copies of: (i) correct and complete copies of all documents embodying each Company Employee Plan, International Employee Plan, Plan and each Employee Employment Agreement including (without limitation) all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, determination opinion, notification and advisory letters, and all applications and material correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan, any International Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the CompanyCompany or any of its subsidiaries; (ixviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan or International Employee Plan; (xix) samples of standard all COBRA forms and related notices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) where applicable, the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has made available provided to Parent: Purchaser (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan, Plan and each Employee Agreement including (without limitation) all amendments thereto and all related trust documentswritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee PlanPlan or related trust that is sponsored by the Company and the most recent such report for all other Company Employee Plans; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) most recent summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, letters relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL Department of Labor ("DOL") with respect to any such application or letterCompany Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlans in either case that is an employee pension benefit plan within the meaning of Section 3(2) of ERISA, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) samples of standard COBRA forms and related notices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (xii) the three (3) most recent plan years discrimination tests for each Company Employee Plan; and (xiiiviii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan; and (ix) all discrimination tests for each Company Employee Plan for the most recent plan year.
Appears in 1 contract
Documents. The Company has made available provided to Parent: Purchaser (i) correct and complete copies of all current documents embodying each Company Employee Plan, International Employee Plan, and each Employee Agreement Plan including (without limitation) all amendments thereto and all related trust documents; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan; , (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viii) the most recent summary plan description together with the summary(ies) of material Material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viiv) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all material Material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts Contracts and group insurance contracts; Contracts, (viiiv) all communications material Material to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability to the Company; Acquired Companies, (ixvi) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xvii) samples all model Consolidated Omnibus Budget Reconciliation Act of standard COBRA 1985, as amended (“COBRA”) forms and related notices notices, (or such forms and notices as required under comparable law); (xiviii) all policies pertaining to fiduciary liability insurance maintained by the Acquired Companies covering the fiduciaries for each Company Employee Plan; , (xiiix) with respect to any Company Employee Plan intended to be tax-qualified pursuant to Section 401(a) of the Code, all discrimination tests for each Company Employee Plan for the three (3) most recent plan years discrimination tests for each years, (x) HIPAA privacy notices and all business associate Contracts to the extent required under HIPAA, (xi) with respect to any Company Employee Plan; Plan intended to be tax-qualified pursuant to Section 401(a) of the Code, the most recent IRS determination or opinion letter issued with respect to such Company Employee Plan and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection rulings or notices issued by a Governmental Entity with respect to each Company Employee Plan.
Appears in 1 contract
