Employee and Related Matters; ERISA. (a) Section 4.07(a) of the Seller Disclosure Letter sets forth, as of the date of this Agreement, each material Business Benefit Plan and material Business Benefit Agreement, other than any material Business Benefit Plan or material Business Benefit Agreement mandated by applicable Law. Seller has delivered or made available to Purchaser true, complete and correct copies of the following with respect to each Business Benefit Plan and Business Benefit Agreement required to be listed in Section 4.07(a) of the Seller Disclosure Letter, if applicable: (A) a copy of the applicable Business Benefit Plan or Business Benefit Agreement (or, in the case of any such Business Benefit Plan or Business Benefit Agreement that is unwritten, a description of the material terms thereof); (B) all material related plan documents; (C) the most recent annual report on Form 5500 filed with respect to each such Business Benefit Plan, with all attachments required to have been filed with the IRS or the Department of Labor or any similar material reports filed with any comparable Governmental Entity in any non-U.S. jurisdiction having jurisdiction over any such Business Benefit Plan, and all schedules thereto; (D) the most recent summary plan description for each such Business Benefit Plan; (E) the most recent actuarial valuation report for each such Business Benefit Plan; (F) all material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation, the Department of Labor or any other Governmental Entity, in the case of any Assumed Benefit Plan; and (G) all amendments and modifications to any such Business Benefit Plan or related document. To the knowledge of Seller, neither the Seller nor any of its subsidiaries has communicated to any Business Employee any intention or commitment to materially amend or modify any Assumed Benefit Plan or Assumed Benefit Agreement or to establish or implement any other material employee or retiree benefit or compensation plan or arrangement.
Employee and Related Matters; ERISA. (a) Schedule 6.16(a) sets forth each employee pen- sion, retirement, profit sharing, stock bonus, stock option, stock purchase, incentive, deferred compensation, hospitaliza- tion, medical, dental, vision, life insurance, accidental death and dismemberment insurance, business travel insurance, cafete- ria and flexible spending, sick pay, disability, severance, golden parachute or other plan, fund, program, policy, contract or arrangement (including any contracts or agreements with cer- tain employees of Shepard's that relate to the transactions contemplxxxx xx xhis Agreement) providing employee benefits that is maintained, contributed to or required to be contrib- uted to by McGraw-Hill or any of its affiliates in which any Xxxxxxx'x Xersonnel has participated or under which any Shex- ard's Personnel has accrued and remains entitled to any ben- efits (the "McGraw-Hill Plans"). McGraw-Hill has made avail- xxxx xx Xxxes Mirror txxx, xxxxxxte and correct copies of (i) each McGraw-Hill Plan (or, in the case of any unwritten McGraw- Xxll Plans, descriptions thereof), (ii) thx xxxx xxxxxx xxxxxx report on Form 5500 filed with the IRS with respect to each McGraw-Hill Plan (if any such report was required), (iii) txx most recent summary plan description for each McGraw-Hill Plan for which such a summary plan description is required, and (iv) all other material documents relating to the McGraw-Hill Plans. As soon as practicable after thx xxxxxxx xf this Agreement, McGraw-Hill shall provide to Times Mirror a true complete axx accurate copy of each trust agreement and group annuity con- tract relating to any McGraw-Hill Plan. Neither Shepard's nor any corpoxxxxxx xx xrade or business (xxxxxxx or not incor- porated) which would be treated as its ERISA Affiliate is li- able for any amount under Title IV of ERISA (except for premi- ums to the Pension Benefit Guaranty Corporation arising in the ordinary course) and no fact or event exists which could rea- sonably give rise to such liability. Except as disclosed on Schedule 6.16(a), no Shepard's Personnel is entitled to any benefit undxx xxx XxGraw-Hill Plan by reason of the transac- tions cxxxxxxxxxxx hereby, including, but not limited to, sev- erance, stay-pay or retention bonuses, nor any acceleration, vesting, distribution or increase in benefits or obligations to fund benefits, and no McGraw-Hill Plan includes any common stock or othex xxxxxxxx issued by McGraw-Hill or any ERISA Af- filiate of Shepard's xxxxx xxx xss...
Employee and Related Matters; ERISA. (a) Section 7.12 of the Seller Disclosure Letter contains a true and complete list, as of the date of this Agreement, of each material Seller Benefit Plan and each material Seller Benefit Agreement, other than any such Seller Benefit Agreement for which Seller or any Selling Subsidiary shall be solely liable and which shall not cause Purchaser or any of its Subsidiaries (or ERISA Affiliates) to incur, or result in Purchaser or any of its Subsidiaries (or ERISA Affiliates) incurring, any liabilities or obligations, whether by law, by contract or otherwise.
Employee and Related Matters; ERISA. (a) Schedule 3.21 sets forth each employee stock option, incentive, hospitalization, medical, dental, vision, life insurance, accidental death and dismemberment insurance, business travel insurance, cafeteria and flexible spending, sick pay, disability, severance, 401(k), golden parachute or other plan, fund, program, policy, contract or arrangement providing employee benefits that is maintained or contributed to by Seller in which any employees have participated or under which any employees have accrued and remain entitled to any benefits (the "Plans"). No employee of Seller is entitled to any benefit under any Plan by reason of the transactions contemplated hereby.
Employee and Related Matters; ERISA. (a) Each employment agreement to which a Covered Employee is a party, and each “employee pension benefit plan” (as defined in Section 3(2) of ERISA), “employee welfare benefit plan” (as defined in Section 3(1) of ERISA) and each other plan, arrangement, agreement, or policy relating to stock options, stock purchases, other equity-based compensation, compensation, bonus, incentive, deferred compensation, employment, severance, termination, fringe benefits, disability, medical, life, vacation, relocation plan or policy, employee loan, supplemental unemployment or other employee benefits or benefits provided under a collective bargaining agreement, in each case sponsored, maintained or contributed to or required to be sponsored, maintained or contributed to by the Selling Companies or any Transferred Subsidiary for the benefit of any Covered Employee or with respect to which a Selling Company (with respect to the Covered Employees) or a Transferred Subsidiary has any direct or indirect liability whether contingent or otherwise or that constitutes a Covered Employee Liability, other than any “multiemployer plan” (within the meaning of Section 3(37) of ERISA) or any plan, arrangement or policy mandated by applicable Law, is herein referred to as a “Seller Benefit Plan”; provided, however, that in no event shall any of the following be considered a Seller Benefit Plan: (i) any plan, arrangement, agreement or policy that primarily relates to benefits in the event of a change in control of Seller or (ii) any agreement or plan pursuant to which a Covered Employee may become entitled to a retention bonus payable by Seller or any of its Subsidiaries as of the applicable Closing, in each case, solely to the extent the liabilities and obligations under any such plan, arrangement, agreement or policy is payable by Seller or any of its Subsidiaries (other than a Transferred Subsidiary) and is not a Covered Employee Liability. Section 6.11(a) of the Seller Disclosure Letter contains a list, as of the date of this Agreement, of each material Seller Benefit Plan (for the avoidance of doubt, individual loans under any employee loan plan or policy in connection with any U.S. tax-qualified defined contribution plan or any relocation plan or policy, need not be listed as a material Seller Benefit Plan). Seller has made available to Purchaser a current, complete and accurate copy (or, with respect to any oral material Seller Benefit Plan, a written description) of each material ...
Employee and Related Matters; ERISA. (a) Schedule 5.9(a) contains a true and complete list of all "employee welfare benefit plans" (as defined in Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"))
Employee and Related Matters; ERISA. There exists no liability in connection with any Plan of Target that has been or will be terminated and all procedures for termination of such plans have been properly followed. Target has not been involved in any transaction that would cause or did cause the Target to be subject to any violation, prohibited transaction, reportable event, or other liability with respect to ERISA. Target has not incurred any material liability under ERISA that could become or remain a liability of the Target or the Buyer or Transitory Subsidiary after the Closing Date. To the Target's knowledge, there are no pending or threatened claims, action, audits, or examinations with respect to any of the Target's Plans and any trust created thereunder. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will: (i) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from the Target under any Plan of the Target, (ii) increase any benefits otherwise payable under any Plan of the Target, or (iii) result in the acceleration of the time of payment or vesting of any such benefits. Target has no union contracts. The Target Disclosure Schedule includes all Plans of the Target.
Employee and Related Matters; ERISA. There exists no liability in connection with any Plan of Buyer that has been or will be terminated and all procedures for termination of such Plans have been properly followed. Buyer has not been involved in any transaction that would cause or did cause the Buyer to be subject to any violation, prohibited transaction, reportable event, or other liability with respect to ERISA. Buyer has not incurred any material liability under ERISA that could become or remain a liability of Buyer or Transitory Subsidiary after the Closing Date. To the Buyer's knowledge, there are no pending or threatened claims, action, audits, or examinations with respect to any of the Buyer's Plans and any trust created thereunder. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including, without limitation, severance, unemployment compensation, golden parachute or otherwise) becoming due from the Buyer under any Plan of the Buyer, (ii) increase any benefits otherwise payable under any Plan of the Buyer, or (iii) result in the acceleration of the time of payment or vesting of any such benefits.
Employee and Related Matters; ERISA. (a) Section 4.07(a) of the Seller Disclosure Letter sets forth, each material Business Benefit Plan and material Business Benefit Agreement, other than any material Business Benefit Plan or material Business Benefit Agreement (i) mandated by applicable Law or (ii) for which Seller shall be solely liable and which shall not cause Purchaser and its subsidiaries to incur any Liabilities or obligations. Seller has delivered or made available to Purchaser true, complete and correct copies of the following with respect to each Business Benefit Plan and Business Benefit Agreement required to be listed in Section 4.07(a) of the Seller Disclosure Letter, if applicable, (A) a copy of the applicable Business Benefit Plan or Business Benefit Agreement (or in the case of any such Business Benefit Plan or Business Benefit Agreement that is unwritten, a description of the material terms thereof); (B) the most recent annual report on Form 5500 filed with respect to each such Business Benefit Plan, (C) the most recent summary plan description for each such Business Benefit Plan and (D) the most recent actuarial valuation report for each such Business Benefit Plan.
Employee and Related Matters; ERISA. (a) Schedule 4.11(a) sets forth a true and correct list of all full and part-time employees of each Seller and Seller Subsidiary who are devoted primarily to the Business as of September 30, 2010; each of their respective positions, each of their respective hourly wage or salary or other cash compensation (including without limitation bonuses and other benefits), and the date used by Seller and Seller Subsidiary as the commencement of employment and for the vesting of benefits for each such Employee and the accrued vacation time for each such Employee (the “Employees”). Neither Seller, Seller Subsidiary, nor any Employee is a party to any (i) employment or non-competition agreement; (ii) management, service, consulting or other similar type of contract which involve payments by such Seller or Seller Subsidiary in excess of $50,000 per annum; or (iii) plan, program, arrangement or contract that provides for the payment of (x) severance, termination or similar type compensation or benefits upon the termination or resignation of any Employee or consultant, or (y) compensation or benefits to any Employee which is directly or indirectly contingent on the retention of such Employee.
