Documents. The Company has provided or made available to Acquiror correct and complete copies of: (i) all documents embodying each Company Benefit Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Plan; (iv) if any Company Benefit Plan is funded, the most recent annual and periodic accounting of Company Benefit Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit 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 to the Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Plan; and (ix) the three (3) most recent plan years’ discrimination tests for each Company Benefit Plan for which such tests are required.
Appears in 3 contracts
Samples: Implementation Agreement (Verigy Holding Co. Ltd.), Implementation Agreement (Advantest Corp), Implementation Agreement (Verigy Ltd.)
Documents. The Company Seller has provided or made available to Acquiror Buyer correct and complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related contracts, agreements and trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any Company Benefit the Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit 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 communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 to the Company and its Subsidiaries, taken as a wholeSeller; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Seller Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Employee Plan.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Sirenza Microdevices Inc), Asset Purchase Agreement (Sirenza Microdevices Inc), Asset Purchase Agreement (Vari L Co Inc)
Documents. The Company has provided or made available to Acquiror Parent correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto, or otherwise), if any, required under ERISA ERISA, the IRC or the Code other applicable law in connection with each Company Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material written or oral communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeCompany; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all model COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sybase Inc), Agreement and Plan of Merger (Sybase Inc), Agreement and Plan of Merger (Extended Systems Inc)
Documents. The Company has provided or made available to Acquiror Parent correct and complete copies of: (i) all documents embodying each Company Benefit Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Plan; (iv) if any Company Benefit Plan is funded, the most recent annual and periodic accounting of Company Benefit Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Plans, in each case case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Plan; and (ix) the three (3) most recent plan years’ discrimination tests for each Company Benefit Plan for which such tests are required.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Divx Inc), Agreement and Plan of Merger (Sonic Solutions/Ca/), Agreement and Plan of Merger (Divx Inc)
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) the most recent summary plan description together with the summary(iessummary(is) of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan year, and (xi) 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 (Va Linux Systems Inc), Agreement and Plan (Lsi Logic Corp)
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying or relating to each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planwritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit PlanEmployee Plan or related trust; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) any applicable summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory lettersletters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all material communications from the written agreements and contracts relating to each Company Employee Plan or its ERISA Affiliates related trust; (viii) all communications material to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee Plans or any Employee's participation thereunder, 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 material to the Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any the Company Benefit Employee Plan; and (ix) the three most recent COBRA forms and related notices; (3x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xi) 401(k) discrimination tests, if any, for each Company Employee Plan for the most recent plan years’ discrimination tests for year; and (xii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Concord Communications Inc), Agreement and Plan of Reorganization (Red Hat Inc)
Documents. The Company and each of its Subsidiaries has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee Plan, in each case case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and or any of its Subsidiaries, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) forms of COBRA notices and related outsourcing contracts, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three most recent plan years, (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) forms of HIPAA Privacy Notices and forms of Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Storage Technology Corp), Agreement and Plan of Merger (Sun Microsystems, Inc.)
Documents. The Company has provided or made available furnished to Acquiror Parent correct and complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuationsvaluations and annual and periodic accounting, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any Company Benefit Plan is funded, the most recent annual and periodic accounting of Company Benefit Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Employee Plan; (v) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, if applicable, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeCompany; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (viii) all COBRA forms and related notices (or such forms and notices as required under comparable law); (ix) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan, where applicable; (x) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts and group annuity contracts; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tippingpoint Technologies Inc), Agreement and Plan of Merger (3com Corp)
Documents. The Company Target has provided or made available to Acquiror (i) current, correct and complete copies of: (i) of all documents embodying each Company Benefit Target Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documentsdocuments (or a summary of any oral Target Employee Plan), administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Target Employee Plan; , (iviii) if any Company Benefit the Target Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Target Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Target Employee Plan; , (v) all material written agreements and contracts relating to each Target Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determinationeach affirmative action plan, opinionif applicable, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee employee or Company Employees employees relating to any Company Benefit Target Employee Plan and any proposed Company Benefit PlansTarget Employee Plan, in each case case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and Target or any of its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Target Employee Plan; and , (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Target Employee Plan, (x) all discrimination tests for each Target Employee Plan for the three (3) most recent plan years’ discrimination tests for , (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Target Employee Plan, to the extent applicable, (xii) all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA, (xiii) the most recent IRS determination or opinion letter issued with respect to each Target Employee Plan for which such tests are requiredand (ivx) all rulings or notices issued by a Governmental Entity with respect to each Target Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (INPHI Corp), Agreement and Plan of Merger (INPHI Corp)
Documents. The Company ANI has provided or made available to Acquiror Occam correct and complete copies of: (i) all documents embodying each Company Benefit ANI Employee Plan and each Company Employee ANI Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planplan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit ANI 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 Benefit ANI Employee Plan; (iv) if any Company Benefit the ANI Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit ANI 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 Benefit ANI 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 communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit ANI Employee Plan and any proposed Company Benefit ANI 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 material to the Company and its Subsidiaries, taken as a wholeANI; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit ANI Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredANI Employee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each ANI Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Accelerated Networks Inc), Exhibit 1 (Occam Networks Inc)
Documents. The Company Liquid has provided or made available to Acquiror Alliance correct and complete copies of: (i) all documents embodying each Company Benefit Liquid Employee Plan and each Company Employee Liquid Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planplan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Liquid Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Liquid Employee Plan; (iv) if any Company Benefit the Liquid Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Liquid Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Liquid Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Liquid Employee Plan and any proposed Company Benefit Liquid 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 material to the Company and its Subsidiaries, taken as a wholeLiquid; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Liquid Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredLiquid Employee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Liquid Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Liquid Audio Inc), Agreement and Plan of Merger (Liquid Audio Inc)
Documents. The Company has provided or made available to Acquiror Parent correct and complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit 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 communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeCompany; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) 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 (Avantgo Inc), Agreement and Plan of Merger (Avantgo Inc)
Documents. The Company has provided or made available to Acquiror Parent correct and complete copies of: (i) all material documents embodying each Company Benefit Employee Plan and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuationsvaluations and annual and periodic accounting, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any Company Benefit Plan is funded, the most recent annual and periodic accounting of Company Benefit Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Employee Plan; (v) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, if applicable, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 Company; (vii) all correspondence to or from any Governmental Entity relating to any Company and its Subsidiaries, taken as a wholeEmployee Plan; (viii) all material correspondence to COBRA forms and related notices (or from any governmental agency relating to any Company Benefit Plansuch forms and notices as required under comparable law); and (ix) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan, where applicable; (x) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts and group annuity contracts; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto, if applicable to be filed) and prospectuses prepared in connection with each Company Employee Plan, as applicable.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Genentech Inc), Agreement and Plan of Merger (Tanox Inc)
Documents. The Company Apex has provided or made available to Acquiror Cybex: (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Plan Apex Employee Plan, Apex International Employee Plan, and each Company Employee Apex Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Apex 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 Benefit Apex Employee Plan; (iv) if any Company Benefit the Apex Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Apex 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 Benefit Apex 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 communications material communications from the Company or its ERISA Affiliates to any Company Apex Employee or Company Apex Employees relating to any Company Benefit Apex Employee Plan and any proposed Company Benefit Apex 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 material to the Company and its Subsidiaries, taken as a wholeApex; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Apex Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredApex Employee Plan, if applicable; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Apex Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cybex Computer Products Corp), Agreement and Plan of Reorganization (Apex Inc)
Documents. The Company Occam has provided or made available to Acquiror ANI correct and complete copies of: (i) all documents embodying each Company Benefit Plan Occam Employee Plan, and each Company Employee Occam Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planplan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Occam 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 Benefit Occam Employee Plan; (iv) if any Company Benefit the Occam Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Occam 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 Benefit Occam 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 communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Occam Employee Plan and any proposed Company Benefit Occam 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 material to the Company and its Subsidiaries, taken as a wholeOccam; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Occam Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredOccam Employee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Occam Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Accelerated Networks Inc), Exhibit 1 (Occam Networks Inc)
Documents. The Company has provided to Parent or made available to Acquiror will provide Parent before the Effective Time, correct and complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory determination or opinion letters; (vii) all currently applicable material communications from the Company or its ERISA Affiliates material to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit 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 to the Company and its Subsidiaries, taken as a wholeEmployee Plan; (viii) all currently applicable material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all current model COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) 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 and Reorganization (Accord Networks LTD), Agreement and Plan of Merger and Reorganization (Polycom Inc)
Documents. The Company and each of the Subsidiaries has provided or made available to Acquiror Made Available (i) correct and complete copies of: (i) of all material documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all material amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group or other insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee Plan, in each case case, relating to any material amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to the Company and its Subsidiariesor any Subsidiary, taken as a whole; (viiivii) all material correspondence and/or notifications to or from any governmental agency or administrative service relating to any Company Benefit Employee Plan; and , (viii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ix) the three (3) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for the three most recent plan years, and (xii) the most recent IRS determination, opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which such tests are requiredwould materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company or any Subsidiary, no verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)
Documents. The Company has provided or made available to Acquiror Parent: (i) correct and complete copies of: (i) of all material documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including 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 such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, which would result in each case a material liability to Company or to any ERISA Affiliate, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating Governmental Entity concerning any audit or examination by such Governmental Entity of any Company Employee Plan which would result in material liability to Company or to any ERISA Affiliate, (viii) all discrimination tests for each Company Benefit Plan; and (ix) Employee Plan for the three (3) most recent recently completed plan years’ discrimination tests for , (ix) the most recent IRS determination or opinion letter issued with respect to each Company Benefit Plan for which such tests are requiredEmployee Plan, if applicable, (x) all registration statements, annual reports on Form 11-K and attachments thereto, and (xi) all prospectuses prepared or used during calendar year 2003 in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
Documents. The Company has provided furnished or made available to Acquiror Parent correct and complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuationsvaluations and annual and periodic accounting, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (IRS Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iv) if any Company Benefit Plan is funded, the most recent annual and periodic accounting of Company Benefit Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Employee Plan; (v) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, if applicable, and all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications from the Company or its ERISA Affiliates documents provided to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Plans, in each case case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to the Company and its Subsidiaries, taken as a wholeCompany; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (viii) all COBRA forms and related notices (or such forms and notices as required under comparable law); (ix) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan, where applicable; (x) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts and group annuity contracts; and (xi) 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 (Reptron Electronics Inc), Agreement and Plan of Merger (Kimball International Inc)
Documents. The Company has provided or made available to Acquiror correct Parent (upon request) a complete and complete copies accurate copy of: (i) all documents embodying each Company Benefit Plan and setting forth the terms of each Company Employee Plan, International Employee Plan, and each Employment Agreement required to be disclosed pursuant to Section 2.12(b) above including (including, without limitation, all amendments thereto and all related trust documents), administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of the Company Benefit 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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory lettersletters received by the Company and relating to the Company Employee Plans, 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 communications from by the Company or its ERISA Affiliates material to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeCompany; (viii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law) with respect to current or former employees eligible for COBRA benefits as of the three date hereof; (3x) the two (2) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) 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 (Insilicon Corp), Agreement and Plan of Merger (Synopsys Inc)
Documents. The Company and each of the Subsidiaries has provided or made available to Acquiror Made Available (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documentsdocuments and all related management, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including existing administrative service agreements and group or other insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications from correspondence and/or notifications in the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Plans, in each case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration three year period preceding the date of payments or vesting schedules or other events which would result in any liability material to the Company and its Subsidiaries, taken as a whole; (viii) all material correspondence this Agreement to or from any governmental agency or administrative service relating to any Company Benefit Employee Plan; , (vii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (viii) all discrimination tests for each Company Employee Plan for the three most recent plan years, and (ix) the three (3) most recent plan years’ discrimination tests for IRS or equivalent non-U.S. Tax authority determination, opinion, notification or advisory letters issued with respect to each Company Benefit Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company, no verbal promises or representations have been made to any Employees to materially increase their compensation or to continue their employment for which such tests are requiredany specific duration.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (FireEye, Inc.), Agreement and Plan of Merger (FireEye, Inc.)
Documents. The Company has provided or made available to Acquiror Parent correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary or summaries of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications from the Company or its ERISA Affiliates written materials provided to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit 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 to the Company or any ERISA Affiliate under any Company Employee Plan; (vii) all IRS determination, opinion, notification and its Subsidiariesadvisory letters, taken as a wholeand all applications and material correspondence to or from the IRS or the DOL with respect to any such application or letter; (viii) all material correspondence to or from any governmental agency in the last three (3) years relating to any Company Benefit Employee Plan; and (ix) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Employee Plan for which such tests are test is required; (x) all COBRA forms and related invoices; and (xi) all employee manuals and handbooks, policy statements, and other material relating to the employment of the current and former Employees.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp)
Documents. The Company has provided or made available and each of its Subsidiaries have Made Available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company to any Employee/Service Provider or its ERISA Affiliates Employees/Service Providers relating to any Company Employee Plan or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee Plan, 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 material to the Company and or any of its Subsidiaries, taken as a whole; (viiivii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan; , (viii) forms of COBRA notices and related outsourcing contracts, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three most recent plan years, (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) forms of HIPAA Privacy Notices and forms of Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lexar Media Inc), Agreement and Plan of Merger (Micron Technology Inc)
Documents. The Company has provided or made available to Acquiror Parent correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit 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 communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeCompany; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Polycom Inc), Securities Purchase Agreement (Pc Tel Inc)
Documents. The Company has provided or made available to Acquiror Made Available (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documentsdocuments and all related management and/or monitoring and/or information documents and/or records required by applicable Legal Requirements, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group or other insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit 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 to the Company and its Subsidiaries, taken as a whole; (viii) all material correspondence and/or notifications to or from any governmental agency relating to any Company Benefit Employee Plan; , (vii) all model COBRA forms and related notices, (viii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ix) the three (3) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for the three most recent plan years, (x) all forms of privacy notices under HIPAA and all Business Associate Agreements to the extent required under HIPAA and (xi) the most recent IRS determination, opinion, notification or advisory letters issued with respect to each Company Employee Plan. There is no fact, condition, or circumstance since the date the documents were Made Available in accordance with this paragraph (b), which such tests are requiredwould materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. No verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Parent: (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above 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 such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; (v) all material written agreements and contracts relating to each Company Employee Plan, including without limitation administrative service agreements and group insurance contracts; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 to the Company and its Subsidiaries, taken as a wholeCompany; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (viii) all COBRA forms and related notices; (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests for each Company Employee Plan for the three (3) most recent closed plan years’ discrimination tests for ; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 have not been adopted and likely would result in any material liability material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices (or such forms and notices as required under comparable law), (ix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests , (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 Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Internal Revenue Code or by any other applicable Law in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material Employee communications from the Company or its ERISA Affiliates relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee Plan, in each case case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for , and (xi) the most recent Internal Revenue Service (or any other applicable tax authority) determination or opinion letter issued with respect to each Company Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 1 contract
Documents. The Company Parent has provided or made available Company with access to Acquiror correct and complete copies ofthe following documents: (i) accurate and complete copies of all documents embodying each Company Benefit Parent Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit PlanParent Employee Plan or related trust; (iviii) if any Company Benefit the Parent Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Parent Employee Plan assets; (viv) 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 Benefit Parent Employee Plan; (viv) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (vi) all written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all written communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Parent Employee Plan and any proposed Company Benefit Parent Employee Plans, in each case 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 material to the Company and its Subsidiaries, taken as a wholeParent; (viii) the form of COBRA notice used by the Parent; (ix) all material correspondence to or from any governmental agency relating to any Company Benefit registration statements and prospectuses prepared in connection with each Parent Employee Plan; and (ixx) a list of all employees, officers and consultants of the three (3) most recent plan years’ discrimination tests for Parent reflecting each Company Benefit Plan for which such tests are requiredperson's current title and/or job description and compensation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification communications (or such forms and advisory letters; (viinotices as required under comparable law) all material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 have not been adopted and likely would result in any material liability material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices (or such forms and notices as required under comparable law), (ix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests , (x) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of each Company Employee Plan, and (xii) the most recent actuarial valuations, if any, prepared for each Company Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying or relating to each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto thereto, copies of all forms of agreement and all related trust documents, administrative service agreements, group annuity contracts, group insurance contractsenrollment used therewith, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planwritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) all taxing or other governmental authority opinions, notifications, or determination letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from any taxing or other governmental authority with respect to any Company Employee Plan, including 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 Benefit PlanEmployee Plan or related trust; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (v) all material agreements and contracts relating to each Company Employee Plan, including but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vi) 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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications IRS determination letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the Company IRS or its ERISA Affiliates the Department of Labor ("DOL") with respect to any Company Employee Plan; (viii) all communications material to any Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit PlanCompany; and (ix) the three (3) most recent plan years’ discrimination tests for all registration statements and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Adept Technology Inc)
Documents. The Company has provided or made available to Acquiror Buyer (i) correct and complete copies of: (i) of all documents embodying or relating to each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planwritten interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit PlanEmployee Plan or related trust; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) any applicable summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory lettersletters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all material communications from the written agreements and contracts relating to each Company Employee Plan or its ERISA Affiliates related trust; (viii) all communications material to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee Plans or any Employee's participation thereunder, 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 material to the Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any the Company Benefit Employee Plan; and (ix) the three most recent COBRA forms and related notices; (3x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xi) 401(k) discrimination tests, if any, for each Company Employee Plan for the most recent plan years’ discrimination tests for year; and (xii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Parent correct and complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent all 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 Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit 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 communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeCompany; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) the three all COBRA forms and related notices (3or such forms and notices as required under comparable law); (x) most recent all plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan, if any; and (xi) 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 (Rational Software Corp)
Documents. The Company has provided or made available to Acquiror correct and complete copies of: Parent (i) correct and --------- complete copies of all documents embodying each Company Benefit Employee Plan, each International Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements, group annuity agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all written communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices (or such forms and notices as required under comparable law), (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for , and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lantronix Inc)
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of such Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee Plan, 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 Company and its Subsidiariesor any subsidiary of the Company, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan; and , (viii) policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ix) the three (3) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three most recent plan years, (x) the most recent IRS (or any other applicable tax authority) determination or opinion letter issued with respect to each Company Employee Plan and (xi) each affirmative action plan, if applicable.
Appears in 1 contract
Documents. The Company has provided or made available Made Available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and thereto, all related trust documents, administrative service agreementsand the most recent summary plan description together with the summary(ies) of material modifications thereto, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; if any (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (iv) all written agreements and Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (v) the most recent summary plan description together with the summary(ies) of material modifications theretoeach affirmative action plan, if anyapplicable, required under ERISA with respect to each Company Benefit Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications from the Company to any employee or its ERISA Affiliates employees relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee Plan, 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 that would result in any liability material Liability to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three most recent plan years, (xi) all HIPAA Privacy Notices and all Business Associate Agreements to the extent required under HIPAA and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, if applicable.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Fusion-Io, Inc.)
Documents. The Company has provided or made available furnished to Acquiror Purchaser: (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determinationcommunications, opinionincluding without limitation any notice required under Section 4980F of the Code and Section 204(h) of ERISA, notification and advisory letters; (vii) all material communications from the Company to any employee or its ERISA Affiliates employees relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee Plan, in each case case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and its Subsidiariesor any ERISA Affiliate, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three most recent plan years, (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) all HIPAA policies and procedures, privacy notices and business associate agreements to the extent required under HIPAA and (xiv) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company Target has provided or made available to Acquiror (i) current, correct and complete copies of: (i) of all documents embodying each Company Benefit Target Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documentsdocuments (or a summary of any oral Target Employee Plan), administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Target Employee Plan; , (iviii) if any Company Benefit the Target Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Target Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Target Employee Plan; , (v) all material written agreements and contracts relating to each Target Employee Plan, including administrative service agreements, group insurance contracts and other funding vehicles, and all employment agreements including all amendments thereto, (vi) all IRS determinationeach affirmative action plan, opinionif applicable, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee employee or Company Employees employees relating to any Company Benefit Target Employee Plan and any proposed Company Benefit PlansTarget Employee Plan, in each case case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and Target or any of its SubsidiariesSubsidiaries or ERISA Affiliates, taken as a whole; (viii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Target Employee Plan; and , (ix) all model Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) forms and related notices, (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Target Employee Plan, (xi) all discrimination tests for each Target Employee Plan intended to be qualified under Section 401(a) of the Code for the three (3) most recent plan years’ discrimination tests for , (xii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Target Employee Plan, to the extent applicable, (xiii) all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA, (xiv) the most recent IRS determination or opinion letter issued with respect to each Target Employee Plan for which such tests are requiredintended to be qualified under Section 401(a) of the Code, (xv) the most recent IRS Form 1095-C report of Health Insurance Offer and Coverage, and (xvi) all rulings or notices issued by a Governmental Entity with respect to each Target Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Parent correct and complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeCompany; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) model COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Predictive Systems Inc)
Documents. The Company has provided or made available to Acquiror Parent correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, ERISA fiduciary bonds, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) written summaries of each Company Employee Plan not in writing; (viii) nondiscrimination tests performed under the Code and/or ERISA for the three most recent plan years (or, if a safe harbor plan, copies of the most recent safe harbor notices for such plan years); (ix) all material communications filings made with and all correspondence to or from the Company or its ERISA Affiliates IRS, the U.S. Department of Labor and any other Governmental Entity relating to any Company Employee Plan since January 1, 2013. None of the Company Employee Plans is a defined benefit plan. No individual classified by the Company as a non-employee (such as an independent contractor, leased employee, consultant or Company Employees relating special consultant), regardless of actual legal status, is eligible to participate in or receive benefits under any Company Benefit Plan and any proposed Company Benefit 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 to the Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) the three (3) most recent plan years’ discrimination tests for each Company Benefit Plan for which such tests are required.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (STAMPS.COM Inc)
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from distributed to any Employee or Employees during the Company or its ERISA Affiliates last year with respect to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit 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 material to the Company and its Subsidiariesor the Subsidiary, taken as a whole; (viiivii) all material correspondence during the last three (3) years to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for , and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (MedQuist Holdings Inc.)
Documents. The Company Transferor has provided or made available to Acquiror Transferee correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bContract including (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any Company Benefit the Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the Department of Labor with respect to any such application or letter; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeTransferor or any ERISA Affiliate; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Employee Plan.
Appears in 1 contract
Samples: Asset Transfer Agreement (Corio Inc)
Documents. The Company has provided or made available to Acquiror Parent: (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit PlanEmployee Plan or related trust; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit 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 filings required under the Code or ERISA or any examination or submission under IRS Revenue Procedure 98-22 with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications from the Company or its ERISA Affiliates material to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeCompany; (viiiix) all material correspondence to or from any governmental agency relating to any Company Benefit PlanCOBRA forms and related notices currently in use; and (ixx) the three (3) most recent plan years’ discrimination tests for all registration statements and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each material Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan year, and (xi) 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 (Nuance Communications, Inc.)
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all current COBRA forms and related notices, (ix) all current policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for , (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee 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 (Brocade Communications Systems Inc)
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and thereto, all related trust documents, administrative service agreementsand the most recent summary plan description together with the summary(ies) of material modifications thereto, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; if any (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (iv) all material written agreements and Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (v) the most recent summary plan description together with the summary(ies) of material modifications theretoeach affirmative action plan, if anyapplicable, required under ERISA with respect to each Company Benefit Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company to any employee or its ERISA Affiliates employees relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee Plan, 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 that would result in any liability material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three most recent plan years, (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, if applicable, (xii) all HIPAA Privacy Notices and all Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination, opinion, notification and advisor letters issued with respect to each Company Employee Plan, if applicable.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Foxhollow Technologies, Inc.)
Documents. The Company and each of its Subsidiaries has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 to the Company and or any of its Subsidiaries, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for , (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan, and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Epicor Software Corp)
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and , (viii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (ix) the three (3) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan year, and (x) 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 And (FOTV Media Networks Inc.)
Documents. The Company has provided or made available to Acquiror Parent (i) correct --------- and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (viv) the most recent summary plan description together with the summary(iessummary(is) of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan year, and (xi) 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 (Lantronix Inc)
Documents. The Company has provided or made available to Acquiror Xxxxxx correct and --------- complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit 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 communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeCompany; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Stock Purchase Agreement (Somera Communications Inc)
Documents. The Except as set forth in Section 3.25(c) of the Disclosure Schedules, the Company has provided or made available to Acquiror Parent correct and complete copies of: of (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(b) above (including all amendments thereto Amendments thereto) and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; , (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; , (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (v) the most recent summary plan description description, together with the summary(ies) summaries of material modifications thereto, if any, required under ERISA with respect to each Company Benefit 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 communications from the Company or its ERISA Affiliates Material to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each case case, relating to any amendmentsAmendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events Events which would result in any Material liability material to the Company and its SubsidiariesCompany, taken as a whole; (viii) all material correspondence to or from any governmental agency Governmental Body relating to any Company Benefit Employee Plan; and , (ix) all COBRA forms and related notices (or such forms and notices as required under comparable Law), (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan, and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Spacedev Inc)
Documents. The Company has provided or made available to Acquiror Parent correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; (vi) all IRS determination, 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 communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and or any of its Subsidiaries, taken as a wholesubsidiaries; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) 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 (Edwards J D & Co)
Documents. The Company Seller has provided or made available to Acquiror Purchaser correct and complete copies of: (i) all documents embodying each Company Benefit Seller Employee Plan and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Seller Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Seller Employee Plan; (iv) if any Company Benefit a Seller Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit 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 written communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Seller Employee Plan and any proposed Company Benefit Seller 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 material to the Company and its Subsidiaries, taken as a wholeSeller; (viii) all material correspondence to or from any governmental agency Governmental Authority relating to any Company Benefit Seller Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable Law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Seller Employee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Seller Employee Plan; provided, however, that with respect to any Multiemployer Plan for which the Seller shall provide such tests are requireddocuments described in (vi) through (xi) only to the extent previously provided to Seller.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (Boston Celtics Limited Partnership /De/)
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Plan; Employee Plan within the past six (6) years, (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for , and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 1 contract
Documents. The Company Parent has provided or made available to Acquiror the Company access to --------- correct and complete copies of: (i) all documents embodying each Company Benefit Plan Parent Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Parent Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Parent Employee Plan; (iv) if any Company Benefit the Parent Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Parent 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 Benefit Parent 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 communications material communications from the Company or its ERISA Affiliates to any Company Parent Group Employee or Company Parent Group Employees relating to any Company Benefit Parent Employee Plan and any proposed Company Benefit Parent 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 material to the Company and its Subsidiaries, taken as a wholeParent; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Parent Employee Plan; (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); and (ixx) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredParent Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lynuxworks Inc)
Documents. The Company has provided or made available to Acquiror Made Available (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee Plan, in each case 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 material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three most recent plan 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.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Buyer (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 to the Company and its Subsidiariesor any ERISA Affiliate, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all standard COBRA forms and related notices (or such forms and notices as required under comparable law), (ix) all policies of the three Company pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan year, and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror correct and complete copies ofParent: (i) correct --------- and complete copies of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iviii) if any Company Benefit the Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; (v) all material written agreements and contracts relating to each Employee Plan, including, but not limited to, administrative service agreements and group insurance contracts; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees (other than individual benefits Statements) relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 to the Company and its Subsidiaries, taken as a wholeCompany; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (viii) all COBRA forms and related notices; (ix) all insurance policies pertaining to fiduciary liability insurance covering the fiduciaries for each Employee Plan; and (ixx) the three (3) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan subject to discrimination testing for which such tests are requiredthe most recent plan year.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Looksmart LTD)
Documents. The Company has provided or Shareholders have made available to Acquiror Buyer (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or other applicable laws in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 other applicable laws with respect to each Company Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee Plan, 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 material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and other related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ if applicable, all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three most recent plan years, and (xi) all registration statements, annual reports and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan (including each International Employee Plan, if any) and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iviii) if any a Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee Plan, in each case case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and its Subsidiaries, taken as a wholeCompany; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (viii) the form of all COBRA forms and related notices; (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all nondiscrimination test reports and summaries, if any are required, for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for ; (xi) all registration statements, annual reports and prospectuses prepared in connection with each Company Benefit Employee Plan; (xii) all HIPAA Privacy Notices, the form of notices of creditable coverage, and all Business Associate Agreements to the extent required under HIPAA; and (xiii) all IRS determination or opinion letter issued, and all applications and correspondence with the IRS and/or the DOL with respect to such application or letter with respect to each Company Employee Plan for which such tests are requiredthat is intended to be a tax-qualified plan.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each material Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of such Company Benefit Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) each summary of material modifications thereto, if any, required under ERISA or by any other applicable Law with respect to each Company Benefit Employee Plan; , (v) all current material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all {N4442029.10} 255288355 v23 material written communications from the Company or its ERISA Affiliates relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit 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 Acquired Companies, to the extent not reflected in the documentation constituting such Company and its SubsidiariesEmployee Plan, taken as a whole; (viiivii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan; and , (viii) current policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, if any, (ix) the three (3) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for the three most recent plan years, and (x) the most recent IRS (or any other applicable tax authority) determination or opinion letter issued with respect to each Company Employee Plan for which such tests determination letters are requiredcurrently available.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Procore Technologies, Inc.)
Documents. The Company has provided or made available to Acquiror Sybase (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 to the Company and or any of its Subsidiariessubsidiaries, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan year, and (xi) 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 Parent has provided or made available Company with access to Acquiror correct and complete copies ofthe following documents: (i) accurate and complete copies of all documents embodying each Company Benefit Parent Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planthereto; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit PlanParent Employee Plan or related trust; (iviii) if any Company Benefit the Parent Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Parent Employee Plan assets; (viv) 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 Benefit Parent Employee Plan; (viv) all IRS determination, opinion, notification and advisory letters, and rulings relating to Parent Employee Plans and copies of all applications and correspondence to or from the IRS or the DOL with respect to any Parent Employee Plan; (vi) all written agreements and contracts relating to each Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all written communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Parent Employee Plan and any proposed Company Benefit Parent Employee Plans, in each case 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 material to the Company and its Subsidiaries, taken as a wholeParent; (viii) the form of COBRA notice used by the Parent; (ix) all material correspondence to or from any governmental agency relating to any Company Benefit registration statements and prospectuses prepared in connection with each Parent Employee Plan; and (ixx) a list of all employees, officers and consultants of the three (3) most recent plan years’ discrimination tests for Parent reflecting each Company Benefit Plan for which such tests are requiredperson’s current title and/or job description and compensation.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for each Company Benefit Plan for which such tests are required., and
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Documents. The Company has provided or made available to Acquiror Parent (to the extent requested by Parent or its legal counsel) correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and and, to the extent applicable, all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; two (iii) the three (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 Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications from the Company or its ERISA Affiliates relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee Plan, in each case case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , except that with respect to IRS determination, opinion, notification and advisory letters, only the most recent such letter has been made available, (viii) samples of all COBRA forms and related notices (or such forms and notices as required under comparable law), (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) the two (2) most recent plan years’ years discrimination tests for each Company Benefit Plan Employee Plan, to the extent applicable and to the extent not shown on any Form 5500 provided to Parent, and (xi) the most recent annual actuarial valuations, if any, prepared for which such tests are requiredeach Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Intraware Inc)
Documents. The Company and each of its Subsidiaries has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee Plan, in each case case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and or any of its Subsidiaries, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three most recent plan years, (xi) all registration statements, annual reports 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 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 provided or made available to Acquiror Parent: (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; (v) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements and group insurance contracts; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 to the Company and its Subsidiaries, taken as a wholeCompany; (viiivii) all material correspondence to or from any governmental agency directly relating to any Company Benefit Employee Plan; (viii) all COBRA forms and related notices currently in use by the Company or under which the Company is currently obligated; (ix) all policies in force pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan; (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan year; and (xi) all registration statements, annual reports (Form 10-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 (Atrix Laboratories Inc)
Documents. The Company has provided or made available delivered to Acquiror correct Parent a complete and complete copies of--------- accurate copy of the following: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including Employment Agreement, including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, contracts and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit PlanEmployee Plan and Company Employment Agreement; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; (vi) the most recent IRS determination letter, and all applications and correspondence to or from the IRS determination, opinion, notification and advisory lettersor the DOL with respect to any such application or letter; (vii) all written communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeCompany; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all current model COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) 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: Exhibit 1 (Peregrine Systems Inc)
Documents. The Company has Acquired Companies have provided or made available to Acquiror Buyer correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any Company Benefit the Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit 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 communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeAcquired Companies; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Employee Plan.
Appears in 1 contract
Samples: Share Purchase Agreement (NightHawk Radiology Holdings Inc)
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all material documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and material written contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company to any current employee or its ERISA Affiliates current employees relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit 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 Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for , and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Documents. The Company has provided or made available to Acquiror Made Available (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company material Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; two (iii) the three (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 Benefit Employee Plan; , (iviii) if any such Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of each such Company Benefit 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 such Company Benefit Employee Plan; , (v) all written agreements and contracts currently in force relating to each such Company Employee Plan, including administrative service agreements and group or other insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; material written communications within the past three (vii3) all material communications from the Company or its ERISA Affiliates years to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee Plan, in each case case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material written correspondence and/or notifications within the past three (3) years to or from any governmental agency or administrative service relating to any Company Benefit Employee Plan; , (viii) all current model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for , (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 Benefit Employee Plan for which such tests are requiredthat is a tax-qualified retirement plan. To the Company’s Knowledge, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Made Available (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determinationcommunications material since January 1, opinion, notification and advisory letters; (vii) all material communications from the Company or its ERISA Affiliates 2008 to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee Plan, in each case 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 material Liability to the Company and or any of its Subsidiaries, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three most recent plan 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.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronic Arts Inc.)
Documents. The Company and each of its Subsidiaries has provided or made available to Acquiror Parent: (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and written interpretations thereof and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee Plan, in each case case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and or any of its Subsidiaries, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (viii) all COBRA forms and related notices; (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for ; (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company B2e has provided or made available to Acquiror Verticalnet correct and complete copies of: (i) all documents embodying each Company Benefit Plan B2e Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit B2e Employee Plan; (iii) the three (3) most recent annual reports (Form 5500 Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit B2e Employee Plan; (iv) if any Company Benefit the relevant B2e Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit B2e 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 Benefit B2e 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 communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit B2e Employee Plan and any proposed Company Benefit B2e 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 Company and its Subsidiaries, taken as a wholeB2e; (viii) all material correspondence to or from any governmental agency Governmental Body relating to any Company Benefit B2e Employee Plan; and (ix) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredB2e Employee Plan.
Appears in 1 contract
Documents. The Company Target and each of its subsidiaries has provided or made available to Acquiror Acquiror: (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Target Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Target Employee Plan; , (iviii) if any Company Benefit the Target Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Target Employee Plan assets; , (viv) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Target Employee Plan; , (v) all material written agreements and contracts relating to each Target Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determinationeach affirmative action plan, opinionif applicable, notification and advisory letters; (vii) all material communications from the Company or its ERISA Affiliates to any Company Employee employee or Company Employees employees relating to any Company Benefit Target Employee Plan and any proposed Company Benefit PlansTarget Employee Plan, 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 to the Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Target Employee Plan; and , (ix) all model Consolidated Omnibus Budge Reconciliation Act of 1985, as amended (“COBRA”) forms and related notices, (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Target Employee Plan, (xi) all applicable discrimination tests for each Target Employee Plan for the three (3) most recent plan years’ discrimination tests for , (xii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses, if any, prepared in connection with each Company Benefit Plan for which such tests are requiredTarget Employee Plan, (xiii) all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA and (xiv) the most recent Internal Revenue Service (“IRS”) determination or opinion letter issued with respect to each Target Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Kintera Inc)
Documents. The Company Seller has provided or made available to Acquiror Parent and Buyer correct and complete copies of: (i) all material documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bContract including (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any Company Benefit the Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters, and all applications and correspondence to or from the IRS or the Department of Labor with respect to any such application or letter; (vii) all material communications from the Company or its ERISA Affiliates material to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeSeller or any ERISA Affiliate; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; (iviii) if any a Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee Plan, in each case case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and its Subsidiaries, taken as a wholeCompany; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (viii) all COBRA forms and related notices; (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (x) all nondiscrimination test reports and summaries for each Company Employee Plan for the three most recent plan years; (xi) all registration statements, annual reports and prospectuses prepared in connection with each Company Employee Plan; and (ixxii) the three (3) most recent plan years’ discrimination tests for IRS determination or opinion letter issued, with respect to each Company Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Advent Software Inc /De/)
Documents. The Company has provided or made available to Acquiror Buyer correct and --------- complete copies of: (iA) all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (iiB) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iiiC) 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 Benefit Employee Plan; (ivD) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (vE) 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 Benefit Employee Plan; (viF) 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; (viiG) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeCompany; (viiiH) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) 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 Acquiror Parent correct and complete copies of: (i) all documents embodying each Company Benefit Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above Plan, including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit PlanEmployee Plan and a written description of any unwritten Company Employee Plans; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; (v) the most recent summary plan description together with the summary(ies) summary or summaries of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Employee Plan; (vi) all the most recent IRS determination, opinionadvisory, notification and advisory or opinion letters; (vii) all material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit 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 to the Company and its Subsidiaries, taken as a whole; (viii) all non-routine material correspondence to or from any governmental agency in the last three (3) years relating to any Company Benefit Employee Plan; and (ixviii) except as set forth in Section 3.12(b) of the Company Disclosure Letter, the three (3) most recent plan years’ discrimination tests for each Company Benefit Employee Plan for which such tests are test is required. Each Company Employee Plan has expressly reserved to the Company or ERISA Affiliate the right to amend, modify, or terminate each Company Employee Plan, or any portion of any Company Employee Plan, without Liability to the Company or ERISA Affiliate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Usa Technologies Inc)
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices used by the Company (or such forms and notices as required under comparable law), (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for the most recent plan year for which such tests are requiredhave been required to be performed, and (xi) 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 (Coachmen Industries Inc)
Documents. The Company To the extent such item pertains to Alliance, Alliance has provided or made available to Acquiror Liquid correct and complete copies of: (i) all documents embodying each Company Benefit Plan Alliance Employee Plan, and each Company Employee Alliance Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Planplan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Alliance 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 Benefit Alliance Employee Plan; (iv) if any Company Benefit the Alliance Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Alliance 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 Benefit Alliance 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 communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Alliance Employee Plan and any proposed Company Benefit Alliance 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 material to the Company and its Subsidiaries, taken as a wholeAlliance; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Alliance Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredAlliance Employee Plan; and (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Alliance Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Parent correct and complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit 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 communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeCompany; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) model COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) 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 (Peregrine Systems Inc)
Documents. The Company has previously provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Plan and or relating to each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above Plan, including all amendments thereto and all related trust documentswritten interpretations thereof, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Plan; Employee Plan or related trust, (iv) if any Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters; letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other Governmental Entity with respect to any Company Employee Plan, (vii) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts, (viii) all communications from the Company or its ERISA Affiliates material to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit Employee Plans, in each 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 material to the Company and its Subsidiarieswhich are not reflected in the current summary plan description and plan document, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Plan; and (ix) all forms and notices relating to the three provision of post-employment continuation of health coverage, (3x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of each Company Employee Plan and (xi) all discrimination and qualification tests, if any, for each Company Employee Plan for the most recent plan years’ discrimination tests for each Company Benefit Plan for which such tests are requiredyear.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Made Available (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documentsdocuments and all related management, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including existing administrative service agreements and group or other insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications from correspondence and/or notifications in the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Plans, in each case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration three year period preceding the date of payments or vesting schedules or other events which would result in any liability material to the Company and its Subsidiaries, taken as a whole; (viii) all material correspondence this Agreement to or from any governmental agency or administrative service relating to any Company Benefit Employee Plan; , (vii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (viii) all discrimination tests for each Company Employee Plan for the three most recent plan years, and (ix) the three (3) most recent plan years’ discrimination tests for IRS or equivalent non-U.S. Tax authority determination, opinion, notification or advisory letters issued with respect to each Company Benefit Employee Plan. To the Knowledge of the Company, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company, no verbal promises or representations have been made to any Employees to materially increase their compensation or to continue their employment for which such tests are requiredany specific duration.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Plan; Employee Plan within the past six (6) years, (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for , and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Documents. The Company has provided or made available to Acquiror Parent access to correct --------- and complete copies of: (i) all documents embodying each Company Benefit Plan Employee Plan, International Employee Plan, and each Company Employee Employment Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit 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 communications material communications from the Company or its ERISA Affiliates to any Company Group Employee or Company Group Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeCompany; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); and (ixx) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Lynuxworks Inc)
Documents. The Company has provided or made available to Acquiror Parent correct and complete copies of: (i) all documents embodying each Company Benefit Plan and or relating to each Company Employee Plan, International Employee Plan, and each Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached theretoattached), if any, required under ERISA or the Code in connection with each Company Benefit PlanEmployee Plan or related trust; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; (vi) all IRS determination, determination opinion, notification and advisory letters, all applications and correspondence to or from the IRS or the DOL with respect to any such application or letter; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its Subsidiaries, taken as a wholeCompany; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and (ix) all COBRA forms and related notices (or such forms and notices as required under comparable law); (x) the three (3) most recent plan years’ years discrimination tests for each Company Benefit Plan for which such tests are requiredEmployee Plan; and (xi) 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 (Sirenza Microdevices Inc)
Documents. The Company has provided or made available to Acquiror correct and complete copies of: Parent for review (to the extent applicable) (i) all documents embodying the current plan document for each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including 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 with respect to any Company Employee Plan that has been merged into another Company Employee Plan, the plan documents in effect immediately prior to the merger of such Company Benefit Plan; plan, (ii) the most recent annual actuarial valuations, if any, prepared valuations and/or audited statement of assets and liabilities for each Company Benefit Employee Plan; , (iii) the three (3) most recent annual reports reports, returns, securities registration statements (Form Series 5500 and all schedules and financial statements attached thereto)other than those available on XXXXX) or other filings, if any, required to be filed with any Governmental Entity under ERISA or the Code any applicable Legal Requirement in connection with each Company Benefit Employee Plan; , (iv) if any Company Benefit Plan is funded, the most recent annual and periodic accounting of Company Benefit Plan assets; (v) the most recent summary plan description together with the summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Benefit Plan; (vi) all IRS determination, opinion, notification and advisory lettersletters with respect to Company Employee Plans intended to be qualified under Section 401(a) of the Code, (v) all material written correspondence by the Company to, or received by the Company from, any Governmental Entity relating to any Company Employee Plan, (vi) all discrimination tests for each Company Employee Plan, if applicable, for the most recent three (3) plan years; (vii) all model COBRA (as defined below) forms and related notices; (viii) all material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit Plans, in each case during the last three (3) years relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Plan; and (ix) the three (3) most recent plan years’ discrimination tests for each Company Benefit Plan for which such tests are required.schedules
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company current Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for , and (xi) the most recent IRS determination or opinion letter issued with respect to each Company Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Documents. The Company has provided or made available to Acquiror Parent or its representatives (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and thereto, all related trust documentsdocuments and the most recent summary plan description together with the summary(ies) of material modifications thereto, administrative service agreementsif any, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (iv) all material written agreements and Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (v) the most recent summary plan description together with the summary(ies) of material modifications theretoeach affirmative action plan, if anyapplicable, required under ERISA with respect to each Company Benefit Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications from the Company or its ERISA Affiliates to any Current Employee relating to any Company Employee Plan or Company Employees relating to any Company Benefit Plan Employment Agreement and any proposed Company Benefit PlansEmployee Plan or Employment 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 that would result in any material liability material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan; , if any, (viii) all COBRA forms and related notices, if any, (ix) the three (3) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three most recent plan years, and (x) all HIPAA Privacy Notices and all 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, if applicable.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Omniture, Inc.)
Documents. The Company has provided or made available to Acquiror correct and complete copies of: Parent (i) correct and --------- complete copies of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above 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 such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including without limitation administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit 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 to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan year, and (xi) 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 (Centillium Communications Inc)
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and thereto, all related trust documents, administrative service agreementsand the most recent summary plan description together with the summary(ies) of material modifications thereto, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; if any (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) two 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 Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit Employee Plan assets; , (iv) all material written agreements and Contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (v) the most recent summary plan description together with the summary(ies) of material modifications theretoeach affirmative action plan, if anyapplicable, required under ERISA with respect to each Company Benefit Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company to any employee or its ERISA Affiliates employees relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee Plan, 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 that would result in any liability material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan; , (viii) all COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which the two most recent plan years, if any (xi) all HIPAA Privacy Notices and all Business Associate Agreements to the extent required under HIPAA and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, if applicable. Section 3.23(b) of the Disclosure Schedule sets forth the name of each employee participating in the Company-sponsored SIMPLE XXX for calendar year 2006, the salary reduction rate for each employee and the timing of such tests are requiredsalary reductions.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Supergen Inc)
Documents. The Company has provided or made available to Acquiror Made Available (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documentsdocuments and all related management and/or monitoring and/or information documents and/or records required by Legal Requirements, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all written agreements and contracts currently in force relating to each Company Employee Plan, including administrative service agreements and group or other insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; communications within the past three (vii3) all material communications from the Company or its ERISA Affiliates years to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee Plan, in each case 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 material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) 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 Benefit Employee Plan; , (viii) all current model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for , and (xi) the most recent IRS determination, opinion, notification or advisory letters issued with respect to each Company Benefit Employee Plan that is a tax-qualified retirement plan. There is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. No verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for which such tests are requiredany specific duration.
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documentsdocuments (other than at will offer letters that do not provide for any severance or termination benefits), administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification communications material distributed to any Employee or Employees during the last year and advisory letters; (vii) all material communications from the Company or its ERISA Affiliates relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit 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 material to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence during the last three (3) years to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all model COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for , and (xi) the most recent IRS determination, opinion or advisory letter issued with respect to each Company Benefit Plan for which such tests are requiredEmployee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Documents. The Company has provided or made available to Acquiror (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documentsdocuments (or a summary of any oral Company Employee Plan), administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of the Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determinationeach affirmative action plan, opinionif applicable, notification and advisory letters; (vii) all communications material communications from the Company to any employee or its ERISA Affiliates employees relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee Plan, in each case case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material to the Company and its Subsidiariesor any Company Subsidiary, taken as a whole; (viii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan; and , (ix) all model Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) forms and related notices, (x) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3xi) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are required.the three most recent plan years, (xii) all registration statements, annual reports and prospectuses prepared in connection with each Company Employee Plan, to the extent applicable, (xiii) all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA, (xiv) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan and (xv) all rulings or notices issued by a governmental agency with respect to each Company Employee Plan. (c)
Appears in 1 contract
Documents. The Company has provided or made available to Acquiror correct and complete copies of: Parent (i) correct and --------- complete copies of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including, without limitation, administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all written communications material communications from the Company to any employee or its ERISA Affiliates employees relating to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit 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 to the Company and its SubsidiariesCompany, taken as a whole; (viiivii) all material correspondence of the Company to or from any governmental agency relating to any Company Benefit Employee Plan; , (viii) all written COBRA forms and related notices, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ if any all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe most recent plan years, and (xi) 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 (Lantronix Inc)
Documents. The Company has provided or made available to Acquiror Parent correct and complete copies of: (i) all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(bincluding (without limitation) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; (iv) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit 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 to the Company and its Subsidiaries, taken as a whole; (viii) all material correspondence to or from any governmental agency in the past three years relating to any Company Benefit Employee Plan; and (ixviii) the three (3) most recent plan years’ discrimination tests for each Company Benefit Employee Plan for which the last plan year ending prior to the Closing Date, to the extent applicable; (ix) all prospectuses prepared in connection with each Company Employee Plan; and (x) visa and work permit information with respect to the current Company Employees; provided that the Company may limit any information under this Section 2.12 as required by law, treaty rule or regulation of any Governmental Entity applicable to the Company or its Subsidiaries to restrict or prohibit access to such tests are requiredinformation.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Speechworks International Inc)
Documents. The Company and each ERISA Affiliate has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including including, without limitation, all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit 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 Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company or its ERISA Affiliates to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee Plan, 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 material to the Company and its Subsidiaries, taken as a whole; , (viiivii) all material correspondence to or from any governmental agency within the last six years relating to any Company Benefit Employee Plan; , (viii) all model COBRA forms and related notices utilized within the last eighteen months, (ix) all current policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan, (x) all nondiscrimination tests and related reports and summaries for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for , (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Benefit Plan for which such tests are requiredEmployee Plan, and (xii) all current IRS determination or opinion letters, as applicable, issued with respect to each Company Employee Plan.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Documents. The Company and each of its Subsidiaries has provided or made available to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all material communications from the Company or its ERISA Affiliates material to any Company Employee or Company Employees relating to any Company Benefit Employee Plan and any proposed Company Benefit PlansEmployee Plan, in each case 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 material to the Company and or any of its Subsidiaries, taken as a whole; (viiivii) all material correspondence to or from any governmental agency relating to any Company Benefit Employee Plan other than correspondence that is not reasonably likely to result in a material liability to the Company or any of its Subsidiaries, (viii) all policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; and , (ix) all discrimination tests performed to demonstrate compliance with requirements of the Code for each Company Employee Plan for the three (3) most recent plan years’ discrimination tests for , (x) all prospectuses prepared in connection with each Company Benefit Employee Plan for which such tests are requiredand (xi) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available and each of its Subsidiaries have delivered to Acquiror Parent (i) correct and complete copies of: (i) of all documents embodying each Company Benefit Employee Plan and each Company Employee Agreement required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Benefit Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Benefit Employee Plan; , (iviii) if any the Company Benefit Employee Plan is funded, the most recent annual and periodic accounting of Company Benefit 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 Benefit Employee Plan; , (v) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts, (vi) all IRS determination, opinion, notification and advisory letters; (vii) all communications material communications from the Company to any Employee/Service Provider or its ERISA Affiliates Employees/Service Providers relating to any Company Employee Plan or Company Employees relating to any Company Benefit Plan and any proposed Company Benefit PlansEmployee Plan, 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 material to the Company and or any of its Subsidiaries, taken as a whole; (viiivii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Benefit Employee Plan; , (viii) forms of COBRA notices and related outsourcing contracts, (ix) all policies pertaining to fiduciary liability insurance covering the three fiduciaries for each Company Employee Plan, (3x) most recent plan years’ all discrimination tests for each Company Benefit Employee Plan for which such tests are requiredthe three most recent plan years, (xi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) forms of HIPAA Privacy Notices and forms of Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
