Employee Benefit and Employment Matters. Except as set forth in Schedule 3.1(t), Company and its "ERISA Affiliates" (as determined under Section 414(b), (c), (m) or (o) of the Code) (i) maintain, administer, or contribute to, or at any time during the past six years have maintained, administered, or contributed to, only those employee pension benefit plans (as defined in Section 3(2) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Company Disclosure Schedule (the "ABBA Pension Plans"); and (ii) Company and its ERISA Affiliates maintain, administer, or contribute to only those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Company Disclosure Schedule (the "ABBA Welfare Plans"). Company and all ERISA Affiliates maintain, administer, or contribute to only those bonus, deferred compensation, stock purchase, stock option, severance plan, insurance, or similar arrangements described in Company Disclosure Schedule ("ABBA Employee Benefit Plans"). Except as disclosed in Company Disclosure Schedule, the Internal Revenue Service has determined that each ABBA Pension Plan intended to be "qualified" under Section 401(a) of the Code is so qualified and that the trust forming a part thereof is tax exempt under Section 501(a) of the Code from the date of its establishment until the date hereof, and none of the Shareholders know of any matter that would adversely affect such qualified or tax-exempt status of such plan or trust. Full payment has been made, or will be made in accordance with Sections 404(a)(6) and 412 of the Internal Revenue Code, of all amounts that either Company or any ERISA Affiliate is required to pay under the terms of each of the ABBA Pension Plans and ABBA Welfare Plans, and all such amounts are properly accrued on Company's Base Balance Sheet; and none of the ABBA Pension Plans or any trust established thereunder has incurred any "accumulated funding deficiency" (as defined in Sections 302 of ERISA and 412 of the Internal Revenue Code), whether or not waived, as of the last day of the most recent fiscal year of each of such Plans ended prior to the date of this Agreement. Neither any ABBA Pension Plan or ABBA Welfare Plan nor any ABBA Pension Plan or ABBA Welfare Plan fiduciary has engaged in any transaction in violation of Section 406 of ERISA or any "prohibited transaction" (as defined in Section 4975(c)(1) of the...
Employee Benefit and Employment Matters. Company has fulfilled its obligations, if any, under the minimum funding standards of Sectxxx 000 xx xxx Xxxxxx Xxxxxx Xxxloyee Retirement Income Security Act of 1974 ("ERISA") and the regulations and published interpretations thereunder with respect to each "plan" (as defined in Section 3(3) of ERISA and such regulations and published interpretations) in which employees of Company are eligible to participate and each such plan is in compliance in all material respects with the presently applicable provisions of ERISA and such regulations and published interpretations. Company has not incurred any unpaid liability to the Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary course) or to any such plan under Title IV of ERISA. The employment of each employee of Company is terminable at will without material cost to Company. Company has complied in all material respects with all other applicable federal, state, and local laws relating to the employment of labor including, but not limited to, the provisions thereof relative to wages, hours, collective bargaining, working conditions, and payment of taxes of any kind, and Company is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing or has any obligations for any vacation, sick leave, or other compensatory time. All officers and independent contractors of Company are paid salaries or other compensation in accordance with the amounts set forth in Shareholders' Disclosure
Employee Benefit and Employment Matters. 16 (u) Insurance.......................................................................... 17 (v) Conflicting Interest............................................................... 17 (w) No Payments to Directors, Officers, Stockholders or Others......................... 17 (x) No Prohibited Payments............................................................. 17 (y)
Employee Benefit and Employment Matters. CWI and its "ERISA Affiliates" (as determined under Section 414(b), (c), (m) or (o) of the Code) (i) maintain, administer or contribute to, or at any time
Employee Benefit and Employment Matters. (a) Schedule 3.15 sets forth a true, complete and accurate list (except for inaccuracies which are not in the aggregate material) of each Employee, his or her date(s) of hire by a Seller, position and title (if any), current rate of compensation (including bonuses, commissions and incentive compensation (if any), whether such Employee is hourly or salaried, whether such Employee is exempt or non-exempt, the number of such Employee's accrued sick days and vacation days, whether such employee is absent from active employment, and if so, the dates such Employee became inactive, the reason for such inactive status and, if applicable, the anticipated date of return to active employment.
Employee Benefit and Employment Matters. 22 (u) Insurance . . . . . . . . . . . . . . . . . . . . . . . . . 24 (v) Conflicting Interest. . . . . . . . . . . . . . . . . . . . 24 (w) No Payments to Directors, Officers, Stockholders or Others . . . . . . . . . . . . . . . . . . . . . . . . . 24 (x) No Prohibited Payments. . . . . . . . . . . . . . . . . . . 24 (y)
Employee Benefit and Employment Matters. Intellicell and its "ERISA Affiliates" (as determined under Section 414(b), (c), (m) or (o) of the Code) (i) maintain, administer or contribute to, or at any time during the past six years have maintained, administered or contributed to, only those employee pension benefit plans (as defined in Section 3(2) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Section 4.3(t) of the Intellicell Disclosure Letter (the "INTELLICELL PENSION PLANS"); and (ii) maintain, administer or contribute to only those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Section 4.3(t) of Intellicell Disclosure Letter (the "INTELLICELL WELFARE PLANS").
Employee Benefit and Employment Matters. Source and its "ERISA Affiliates" (as determined under Section 414(b), (c), (m) or (o) of the Code) (i) maintain, administer or contribute to, or at any time during the past six years have maintained, administered or contributed to, only those employee pension benefit plans (as defined in Section 3(2) of the Employment Retirement Income Security Act of 1974, as amended ("ERISA"), whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Section 3.1(s) of the Source Disclosure Letter; and (ii) maintain, administer or contribute to only those employee welfare benefit plans (as defined in Section 3(l) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in Section 3.1(s) of the Disclosure Letter. Source and all ERISA Affiliates maintain, administer or contribute to only those bonus, deferred compensation, stock purchase, stock option, severance plan, insurance or similar arrangements described in Section 3.1(s) of the Source Disclosure Letter. Source is not a party to any collective bargaining agreement and there is no request for union representation pending or, to the knowledge of Source, threatened against Source. The employment of each employee of Source is terminable at will, subject to applicable law. Source has complied in all material respects with all other applicable Federal, state and local laws relating to the employment of labor, including, but not limited to, the provisions thereof relative to wages, hours, collective bargaining, working conditions and payment of taxes of any kind, and Source is not liable for any arrears of wages or any taxes or penalties for failure to comply with any of the foregoing or has any obligations for any vacation, sick leave or other compensatory time. All officers and independent contractors of Source are paid salaries or other compensation in accordance with the amounts set forth in Section 3.1(s) of the Source Disclosure Letter, and Section 3.1(s) of the Source Disclosure Letter correctly and accurately sets forth all salaries, expenses and personal benefits paid to or accrued for all directors, officers and principal stockholders of Source as of the date of this Agreement, all of which are reflected as appropriate in Source's financial statements as of November 30, 1999.
Employee Benefit and Employment Matters. Seller and its "ERISA Affiliates" (as determined under Section 414(b), (c), (m) or (o) of the Code) (i) maintain, administer, or contribute to, only those employee pension benefit plans (as defined in Section 3(2) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in SCHEDULE "4.1(p)" hereto (the "Seller Pension Plans"); and (ii) Seller and its ERISA Affiliates maintain, administer, or contribute to only those employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles or Subtitles of ERISA) described in SCHEDULE "4.1(p)" hereto (the "Seller Welfare Plans"). Seller and all ERISA Affiliates maintain, administer, or contribute to only those bonus, deferred compensation, stock purchase, stock option, severance plan, insurance, or similar arrangements described in SCHEDULE "4.1(p)" hereto ("Seller Employee Benefit Plans").
Employee Benefit and Employment Matters. 23 4.12 Labor Agreements and Actions 25 4.13 Absence of Certain Changes 26 4.14
