Employee Benefit Plans and Other Compensation Arrangements. Set forth on Schedule 4.9(a) is a true and complete list of all Company Plans. True and complete copies of the following documents with respect to each Company Plan have been made available to Buyer, as applicable: (a) plans and related trust documents, insurance contracts or other funding arrangements and all amendments thereto, (b) the Forms 5500 and all schedules thereto for the most recent three (3) years, (c) the most recent valuation report, including any FAS 106 report; (d) the most recent IRS determination or opinion letter, (e) the most recent summary plan description and subsequent summaries of material modifications, (f) the most recent financial statements, and (g) written summaries of all material terms of unwritten Company Plans. Except as set forth on Schedule 4.9(b):
Employee Benefit Plans and Other Compensation Arrangements. (a) Set forth on Schedule 3.12(a) of the Seller Schedules is a true and complete list of all Company Plans. Correct and complete copies of the following documents with respect to each Company Plan have been made available to Buyer, as applicable: (i) plans and related trust documents, insurance contracts or other funding arrangements and all amendments thereto; (ii) the Forms 5500 annual reports and all schedules thereto filed for the three most recent plan years; (iii) the most recent valuation report; (iv) the most recent IRS determination letter and the three most recent annual nondiscrimination testing results for each Company Plan intended to meet the requirements of Section 401(a) of the Code ; (v) the most recent summary plan description and subsequent summaries of material modifications; (vi) the most recent audited financial statements; and (vii) written summaries of all non-written Plans.
Employee Benefit Plans and Other Compensation Arrangements. Set forth on Section 4.9 of the Disclosure Schedule is a list of (a) all material employee benefit plans (as defined in Section 3(3) of ERISA) and (b) all other severance pay, salary continuation, bonus, incentive, stock option, phantom equity, stock appreciation rights, welfare, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements of any kind, in each case with respect to which the Company currently is the sponsor or is obligated to make contributions under the plan terms (collectively, the “Plans”). Except as set forth in Section 4.9 of the Disclosure Schedule:
Employee Benefit Plans and Other Compensation Arrangements. Set forth on Schedule 4.9 is a list of all material employee benefit plans (as defined in Section 3(b) of ERISA), with respect to which Company, currently is the sponsor or obligated to make contributions under the plan terms (the “Plans”). Except as set forth on Schedule 4.9:
Employee Benefit Plans and Other Compensation Arrangements. Set forth on Schedule 4.9(a) is a true and complete list of all Acquired Companies Plans. Correct and complete copies of the following documents with respect to each Acquired Companies Plan have been made available to Purchasers, as applicable: (i) plans and related trust documents, insurance contracts or other funding arrangements and all amendments thereto, (ii) the Forms 5500s and all schedules thereto for the most recent two years, (iii) the most recent valuation report, (iv) the most recent IRS determination letter, (v) the most recent summary plan description and subsequent summaries of material modifications, (vi) the most recent audited financial statements, and (vii) written summaries of all non-written Plans. Except as set forth on Schedule 4.9(b):
Employee Benefit Plans and Other Compensation Arrangements. Set forth on Schedule 4.9(a) is a list of (i) all employee benefit plans (as defined in Section 3(3) of ERISA) and (ii) all other severance pay, salary continuation, bonus, incentive, stock option, welfare, retirement, pension, profit sharing or deferred compensation plans, contracts, programs, funds or arrangements of any kind (including those which are maintained outside of the United States), in each case with respect to which any of the Acquired Companies currently is the sponsor or is obligated to make contributions under the plan terms (collectively, the “Plans”). Except as set forth on Schedule 4.9(b):
Employee Benefit Plans and Other Compensation Arrangements. Set forth in Section 5.18(a) of the Disclosure Letter is a list of all material "employee benefit plans" (as defined in Section 3(b) of ERISA), with respect to which the Company currently is the sponsor or is obligated to make contributions under the plan terms (collectively, the "Plans"). Except as set forth in Section 5.18(b) of the Disclosure Letter:
Employee Benefit Plans and Other Compensation Arrangements. 4.9.1 Set forth on Schedule 4.9.1 is a list of each benefit, retirement, compensation, employment, consulting, incentive, bonus, performance award, phantom equity, stock or stock-based, stock option, change in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, fringe benefit, severance pay, salary continuation, bonus, incentive, welfare, KiwiSaver, pension, profit sharing or deferred compensation plans, Contracts, programs, policies, funds or arrangements of any kind, in each case with respect to which any of the Acquired Companies currently is the sponsor or is obligated to make contributions under the plan terms, under which an Acquired Company has or would reasonably be expected to have any Liability or with respect to which Buyer or any of its Affiliates would reasonably be expected to have any Liability in connection with an Acquired Company (collectively, the “Plans”).
Employee Benefit Plans and Other Compensation Arrangements. Set forth on Schedule 4.8(a) is a list of all employee benefit plans and arrangements maintained or contributed to by any of the Acquired Companies or any ERISA Affiliate currently or within the past three years, including employee pension benefit plans, as defined in Section 3(2) of ERISA, employee welfare benefit plans, as defined in Section 3(1) of ERISA, deferred compensation plans, supplemental retirement plans, stock based plans, bonus or profit sharing plans, medical, hospitalization, life, disability and other insurance plans, severance or termination pay plans and policies, vacation, paid time off and salary continuation policies, life insurance arrangements, and employment, retention, severance and change in control agreements, whether or not described in Section 3(3) of ERISA (each, a “Benefit Plan” and collectively, the “Benefit Plans”). An “ERISA Affiliate” shall mean any Person under “common control” with any Acquired Company as determined under Section 414(b), (c), (m) or (o) of the Code. The Company has delivered to Buyer copies of all Benefit Plans, including plan documents and all amendments thereto, plan agreements, trust agreements, insurance policies, annuity contracts, summary plan descriptions, IRS determination letters, actuarial reports, service Contracts, audit reports and filed annual reports on Form 5500 for each of the three most recent plan years. Except as set forth on Schedule 4.8(b):
Employee Benefit Plans and Other Compensation Arrangements. A description of the Seller Plans is set forth on Schedule 3.7, and complete and correct copies of all written Seller Plans and related trusts and amendments thereto, and summary plan descriptions and summaries of material modifications thereof, if any, and summaries of all oral Seller Plans have been delivered to Buyer. None of the Seller Plans is a Multiemployer Plan or Pension Plan, nor has Seller or any ERISA Affiliate of Seller ever been a sponsor of, or been obligated to make contributions to, any such Plan. All of the Seller Plans and any related trusts currently satisfy, and for all prior periods have satisfied, in form and operation, all requirements for any Tax-favored treatment intended for such Seller Plan or trust or applicable to Seller Plans or trusts of its type, including, as applicable, Sections 105, 106, 125, 401(a), 401(k) and 501 of the Code and no reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect thereto. All of the Seller Plans have been operated in compliance in all material respects with their respective terms and all Laws, and all contributions to any Seller Plan required by Law or Contract have been timely made. None of the Seller Plans provide life insurance, medical or other welfare benefits to persons who are not current employees of Seller or their dependents, except as required by Part 6 of Title I of ERISA or any similar state Law. Seller has retained the right to unilaterally amend or terminate each Seller Plan to the fullest extent permitted by Law. Seller has never had any ERISA Affiliate. There are no pending or, to the To Seller’s Knowledge, threatened claims by or on behalf of any of the Seller Plans or by any employee, beneficiary or alternate payee with an interest under any Seller Plan (other than routine claims for benefits). Seller does not have any Liability with respect to any Plan related to the Business, other than for contributions, payments or benefits due in the ordinary course under the Seller Plans, none of which are overdue. No event has occurred and no condition exists that would subject Buyer or the Acquired Assets, either directly or by reason of Seller’s affiliation with any affiliate, to any Tax, fine, Lien, penalty or other Liability imposed by ERISA, the Code or other applicable Laws with respect to any Plan. Seller does not maintain any Seller Plan under which it would be obligated to pay benefits, or under which any benefit would be...
