Common use of Employee Benefit Plans and Related Matters; ERISA Clause in Contracts

Employee Benefit Plans and Related Matters; ERISA. (a) As soon as practicable (but not later than 20 Business Days) after the date hereof, the Company shall provide Parent with a schedule that sets forth a complete and correct list of the Company Benefit Plans. With respect to each such Company Benefit Plan, on or before the date such schedule is provided, the Company shall provide to Parent a complete and correct copy of such Company Benefit Plan, if written, or a description of such Company Benefit Plan if not written, and to the extent applicable, (i) all trust agreements, insurance contracts or other funding arrangements, (ii) the most recent actuarial and trust report for both ERISA funding and financial statement purposes, (iii) the most recent Form 5500 with all attachments required to have been filed with the IRS or the Department of Labor or any similar report filed with any comparable governmental authority in any non-U.S. jurisdiction having jurisdiction over any Company Benefit Plan and all schedules thereto, (iv) the most recent IRS determination letter, (v) all current summary plan descriptions, (vi) all material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation or the Department of Labor, (vii) the most recent actuarial study of any pension, disability, post-employment life or medical benefits provided under any such Company Benefit Plan, (viii) all current employee handbooks and manuals, (ix) statements or other communications regarding withdrawal or other multiemployer plan liabilities (or similar liabilities pertaining to any non-U.S. employee benefit plan sponsored by the Company or any Company Subsidiary, if any), (x) all amendments and modifications to any such Company Benefit Plan or related document and (xi) in the case of any such Company Benefit Plan that is maintained primarily for the benefit of employees whose employment is principally outside the United States, information that is substantially comparable (taking into account differences arising from differences in applicable law and practices) to the information required to be provided in the foregoing subclauses of this Section 3.19(a).

Employee Benefit Plans and Related Matters; ERISA. (a) As soon as practicable (but not later than 20 Business DaysSection 3.16(a) after the date hereof, of the Company shall provide Parent with a schedule that Disclosure Letter sets forth a complete and correct list of the Company Benefit Plans. With respect to each such Company Benefit Plan, on or before the date such schedule is provided, the Company shall provide has provided or made available to Parent a complete and correct copy of such Company Benefit Plan, if written, or a description of such Company Benefit Plan if not written, and to the extent applicable, (i) all trust agreements, insurance contracts or other funding arrangements, (ii) the two most recent actuarial and trust report reports for both ERISA funding and financial statement purposes, (iii) the two most recent Form Forms 5500 with all attachments required to have been filed with the IRS or the Department of Labor or any similar report reports filed with any comparable governmental authority in any non-U.S. jurisdiction having jurisdiction over any Company Benefit Plan and all schedules thereto, (iv) the most recent IRS determination letter, (v) all current summary plan descriptions, (vi) all material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation or the Department of LaborLabor (including a written description of any oral communication), (vii) the most recent any actuarial study of any pension, disability, post-employment life or medical benefits provided under any such Company Benefit Plan, (viii) all current employee handbooks and manuals, (ix) statements or other communications regarding withdrawal or other multiemployer plan liabilities (or similar liabilities pertaining to any non-U.S. employee benefit plan sponsored by the Company or any Company Subsidiary, if any), ) and (x) all amendments and modifications to any such Company Benefit Plan or related document and (xi) in document. None of the case of Company or any such Company Subsidiary has communicated to any current or former employee thereof any intention or commitment to amend or modify any Company Benefit Plan that is maintained primarily for the or to establish or implement any other employee or retiree benefit of employees whose employment is principally outside the United Statesor compensation plan or arrangement and, information that is substantially comparable (taking into account differences arising from differences in applicable law and practices) to the information required knowledge of the Company, no such material communication has been made orally, other than, in each case, amendments, modifications, establishments and implementations as would be permitted after the date hereof pursuant to be provided in the foregoing subclauses of this Section 3.19(a)5.1.

Employee Benefit Plans and Related Matters; ERISA. (a) As soon Section 2.13(a)of the Company Disclosure Letter contains a true and complete list of all of the Employee Plans and each material Compensation Arrangement as practicable (but not later than 20 Business Days) after of the date hereof, the Company shall provide Parent with a schedule that sets forth a complete and correct list of the Company Benefit Plansthis Agreement. With respect to each such Company Benefit Plan, on or before the date such schedule is providedEmployee Plan and Compensation Arrangement, the Company shall provide has previously made available to Parent Buyer a true and complete and correct copy of such Company Benefit Plan, if written, Employee Plan or Compensation Arrangement or a summary description of such Company Benefit Plan if not writtenthereof, and to the extent applicable, (i) all trust agreements, administrative agreements, insurance policies and contracts or other funding or administrative arrangements, (ii) the three most recent actuarial and trust report reports for both ERISA funding and financial statement purposes, (iii) the three most recent Form Forms 5500 with all attachments required to have been filed with the IRS or the U.S. Department of Labor or any similar report filed with any comparable governmental authority in any non-U.S. jurisdiction having jurisdiction over any Company Benefit Plan and all schedules theretoLabor, (iv) the most recent IRS determination letter or opinion letter, if applicable, (v) all current summary plan descriptionsdescriptions and the most current summary of material modifications, (vi) all material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation or the U.S. Department of LaborLabor (including a written description of any material oral communication), (vii) the most recent actuarial study of any pension, disability, post-employment life or medical benefits provided under any such Company Benefit Plan, (viii) all current employee handbooks and manuals, manuals and (ix) statements or other communications regarding withdrawal or other multiemployer plan liabilities (or similar liabilities pertaining to any non-U.S. employee benefit plan sponsored by the Company or any Company Subsidiary, if any), (xviii) all amendments and modifications to any such Company Benefit Employee Plan or Compensation Arrangement or related document and (xi) document. None of the Company, any Company Subsidiary or any ERISA Affiliate has at any time in the case last six years had any obligation to sponsor, maintain or contribute to or had any Liability in respect of any such Company Benefit plan subject to Section 412 of the Code or Section 302 or Title IV of ERISA or any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA. There is no Lien upon any Asset or any asset of any ERISA Affiliate outstanding pursuant to Section 412(n) of the Code in favor of any Employee Plan. No Asset and no asset of any ERISA Affiliate has been provided as security for any Employee Plan that is maintained primarily for the benefit of employees whose employment is principally outside the United States, information that is substantially comparable (taking into account differences arising from differences in applicable law and practices) to the information required to be provided in the foregoing subclauses of this Section 3.19(a)or Compensation Arrangement.

Employee Benefit Plans and Related Matters; ERISA. (a) As soon as practicable (but not later than 20 Business DaysSection 3.21(a) after the date hereof, of the Company shall provide Parent with a schedule that Disclosure Schedule sets forth a complete and correct list of the material Company Benefit PlansPlans (including but not limited to all Company Benefit Plans subject to ERISA or similar provisions of non-U.S. Law). With respect to each such Company Benefit Plan, on or before the date such schedule is provided, the Company shall provide has provided or made available to Parent a complete and correct copy of such Company Benefit Plan, if written, or a description of such Company Benefit Plan if not written, and to the extent applicable, (i) all trust agreements, insurance contracts or other funding arrangements, (ii) the two most recent actuarial and trust report reports for both ERISA funding and financial statement purposes, (iii) the two most recent Form Forms 5500 with all attachments required to have been filed with the IRS or the Department of Labor or any similar report reports filed with any comparable governmental authority in any non-U.S. jurisdiction having jurisdiction over any Company Benefit Plan and all schedules thereto, (iv) the most recent IRS determination letter, (v) all current summary plan descriptions, (vi) all material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation or the Department of LaborLabor (including a written description of any oral communication), (vii) the most recent any actuarial study of any pension, disability, post-employment life or medical benefits provided under any such Company Benefit Plan, (viii) all material current employee handbooks and manuals, (ix) material statements or other material communications regarding withdrawal or other multiemployer plan liabilities (or similar liabilities pertaining to any non-U.S. employee benefit plan sponsored by the Company or any Company Subsidiary, if any), ) and (x) all material amendments and modifications to any such Company Benefit Plan or related document and (xi) document. None of the Company or any Company Subsidiary has communicated in the case of writing to any such current or former employee thereof any intention or commitment to amend or modify any Company Benefit Plan that is maintained primarily for the or to establish or implement any other employee or retiree benefit of employees whose employment is principally outside the United Statesor compensation plan or arrangement and, information that is substantially comparable (taking into account differences arising from differences in applicable law and practices) to the information required knowledge of the Company, no such material communication has been made orally other than in each case, amendments, modifications, establishments and implementations as would be permitted after the date hereof pursuant to be provided in the foregoing subclauses of this Section 3.19(a)5.1.

Employee Benefit Plans and Related Matters; ERISA. (a) As soon as practicable (but not later than 20 Business Days) after the date hereof, Section 3.15 of the Company shall provide Parent with a schedule that Disclosure Letter sets forth a complete and correct list of the Company Benefit Plans. With respect to each such Company Benefit Plan, on or before the date such schedule is provided, the Company shall provide has provided or made available to Parent a complete and correct copy of such Company Benefit Plan, if written, or a description of such Company Benefit Plan if not written, and to the extent applicable, (i) all current trust agreements, insurance contracts or other funding arrangements, (ii) the two most recent actuarial and trust report reports for both ERISA funding and financial statement purposes, (iii) the two most recent Form Forms 5500 with all attachments required to have been filed with the IRS or the Department of Labor or any similar report reports filed with any comparable governmental authority in any non-U.S. jurisdiction having jurisdiction over any Company Benefit Plan and all schedules thereto, (iv) the most recent IRS determination letter or opinion letter, (v) all current summary plan descriptions, (vi) all material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation or the Department of LaborLabor (including a written description of any oral communication) since January 1, 2005, (vii) the most recent any actuarial study within the last five years of any pension, disability, post-employment life or medical benefits provided under any such Company Benefit Plan, (viii) all current employee handbooks and manuals, (ix) material statements or other communications regarding withdrawal or other multiemployer plan liabilities (or similar liabilities pertaining to any non-U.S. employee benefit plan sponsored by the Company or any Company Subsidiary, if any), ) and (x) all current amendments and modifications to any such Company Benefit Plan Plan. To the knowledge of the Company, none of the Company or related document and (xi) in the case of any such Company Subsidiary has communicated to any current or former employee thereof any intention or commitment to amend or modify any Company Benefit Plan that is maintained primarily for the or to establish or implement any other employee or retiree benefit of employees whose employment is principally outside the United States, information that is substantially comparable (taking into account differences arising from differences in applicable law and practices) to the information required to be provided in the foregoing subclauses of this Section 3.19(a)or compensation plan or arrangement.

Employee Benefit Plans and Related Matters; ERISA. (a) As soon as practicable (but not later than 20 Business DaysSection 3.21(a) after the date hereof, of the Company shall provide Parent with a schedule that Disclosure Schedule sets forth a complete and correct list of the material Company Benefit PlansPlans (including but not limited to all Company Benefit Plans subject to ERISA or similar provisions of non-U.S. Law). With respect to each such Company Benefit Plan, on or before the date such schedule is provided, the Company shall provide has provided or made available to Parent a complete and correct copy of such Company Benefit Plan, if written, or a description of such Company Benefit Plan if not written, and to the extent applicable, (i) all trust agreements, insurance contracts or other funding arrangements, (ii) the two most recent actuarial and trust report reports for both ERISA funding and financial statement purposes, (iii) the two most recent Form Forms 5500 with all attachments required to have been filed with the IRS or the Department of Labor or any similar report reports filed with any comparable governmental authority Governmental Entity in any non-U.S. jurisdiction having jurisdiction over any Company Benefit Plan and all schedules thereto, (iv) the most recent IRS determination letter, (v) all current summary plan descriptions, (vi) all material communications received from or sent to the IRS, the Pension Benefit Guaranty Corporation or the Department of LaborLabor (including a written description of any oral communication), (vii) the most recent any actuarial study of any pension, disability, post-employment life or medical benefits provided under any such Company Benefit Plan, (viii) all material current employee handbooks and manuals, (ix) material statements or other material communications regarding withdrawal or other multiemployer plan liabilities (or similar liabilities pertaining to any non-U.S. employee benefit plan sponsored by the Company or any Company Subsidiary, if any), ) and (x) all material amendments and modifications to any such Company Benefit Plan or related document and (xi) in document. None of the case of Company or any such Company Subsidiary has communicated to any current or former employee thereof any intention or commitment to amend or modify any Company Benefit Plan that is maintained primarily for the or to establish or implement any other employee or retiree benefit of employees whose employment is principally outside the United States, information that is substantially comparable (taking into account differences arising from differences in applicable law and practices) to the information required to be provided in the foregoing subclauses of this Section 3.19(a)or compensation plan or arrangement.

Employee Benefit Plans and Related Matters; ERISA. (a) As soon as practicable (but not later than 20 Business DaysSection 2.15(a) after of the date hereof, the Company shall provide Parent with a schedule that Seller Disclosure Letter sets forth a list of (i) all “employee benefit plans,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), and (ii) all other employment, employee-benefit or compensations plans, Contracts, programs, funds, or arrangements, including severance pay, change in control, transaction-based, relocation, salary, continuation, bonus, incentive, equity or equity- based, retirement, post-termination, fringe benefit, perquisite, pension, profit sharing, retention or deferred compensation or similar plans, Contracts, programs, funds, or arrangements of any kind, in each case (x) that are sponsored, maintained or contributed to (or are required to be sponsored, maintained or contributed to) by Seller or any of its Subsidiaries and in which any of the current or former Business Employees participate or are entitled to participate or (y) with respect to which Seller or any member of the Company Group has any actual or contingent liability (all of the above being hereinafter individually or collectively referred to as a “Seller Benefit Plan” or the “Seller Benefit Plans”, respectively) except that there shall be no obligation to set forth on such list (A) any Seller Benefit Plan that is not material and (B) any transaction-based or equity-based Seller Benefit Plan as to which neither of the Companies will have any payment obligation and any liability (actual or contingent) for which will be solely borne by Seller (the payments described in this clause (B), the “Transaction and Equity Compensation”), in each case, other than any Seller Benefit Plan that would, but for this clause (A) and/or (B), be a Company Benefit Plan. Section 2.15(a) of the Seller Disclosure Letter separately designates each Seller Benefit Plan that, as of the date of this Agreement, is (1) sponsored, maintained or contributed to (or are required to be sponsored, maintained or contributed to) solely by one or more members of the Company Group or (2) with respect to which Buyer or its affiliates or any member of the Company Group reasonably could have any actual or contingent liability from and after the Closing (each, a “Company Benefit Plan”). A true, complete and correct list copy or, in the case of any unwritten Seller Benefit Plan a summary of material terms, of each of the Company Seller Benefit Plans, in each case as in effect on the date of this Agreement, has been made available to Buyer. With In addition, with respect to each such Company Seller Benefit Plan, on or before the date such schedule is providedSeller has made available to Buyer a true, the Company shall provide to Parent a complete and correct copy of such Company Benefit Plan, if written, or a description of such Company Benefit Plan if not written, and the following items (in each case to the extent applicable, (i) all ): each trust agreements, insurance contracts or other funding arrangements, (ii) arrangement; the most recently filed annual report on Internal Revenue Service Form 5500 and all schedules thereto; and the most recent actuarial and trust report for both ERISA funding and financial statement purposes, (iii) the most recent Form 5500 with all attachments required to have been filed with the IRS or the Department of Labor or any similar report filed with any comparable governmental authority in any non-U.S. jurisdiction having jurisdiction over any Company valuation. No Seller Benefit Plan and all schedules thereto, (iv) the most recent IRS determination letter, (v) all current summary plan descriptions, (vi) all material communications received from or sent is subject to the IRS, the Pension Benefit Guaranty Corporation or the Department of Labor, (vii) the most recent actuarial study laws of any pension, disability, post-employment life or medical benefits provided under any such Company Benefit Plan, (viii) all current employee handbooks and manuals, (ix) statements or other communications regarding withdrawal or other multiemployer plan liabilities (or similar liabilities pertaining to any non-U.S. employee benefit plan sponsored by the Company or any Company Subsidiary, if any), (x) all amendments and modifications to any such Company Benefit Plan or related document and (xi) in the case of any such Company Benefit Plan that is maintained primarily for the benefit of employees whose employment is principally jurisdiction outside the United States, information that is substantially comparable (taking into account differences arising from differences in applicable law and practices) to the information required to be provided in the foregoing subclauses of this Section 3.19(a).