Common use of Employee Benefit Plans; Employment Agreements Clause in Contracts

Employee Benefit Plans; Employment Agreements. (a) SECTION 3.11.(a) of the Company Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any material employment, executive compensation, consulting or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of or consultant to the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any Company Subsidiary, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (collectively the "Company Employee Plans"). There have been made available to Parent copies of (i) each such written Company Employee Plan (other than those referred to in Section 4(b)(4) of ERISA), (ii) the most recent annual report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this SECTION 3.11.(a), the term "material," used with respect to any Company Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $500,000 with respect to such Company Employee Plan.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Emcare Holdings Inc), Agreement and Plan of Merger (Laidlaw Inc)

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Employee Benefit Plans; Employment Agreements. (a) SECTION 3.11.(aSection 2.11 (a) of the Company Disclosure Schedule lists as of the date hereof all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) ), and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any material employment, executive compensation, consulting or severance agreements, written or otherwise, for the benefit of, or relating to, any employee group of current or former employees of or consultant consultants to the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an a "Company ERISA Affiliate") within the meaning of Section 414 of the Code, or any Company Subsidiarysubsidiary of the Company, as well as each plan with respect to which the Company or an a Company ERISA Affiliate could would incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (collectively all such plans, practices and programs are referred to as the "Company Employee Plans"). There To the extent requested by Parent, there have been made available to Parent copies of (i) each such written Company Employee Plan (other than those referred to in Section 4(b)(4) of ERISA), (ii) the most recent annual report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this SECTION 3.11.(aSection 2.11 (a), the term "material," used with respect to any Company Employee Plan, shall mean that the Company or an a Company ERISA Affiliate has incurred or may reasonably be expected to incur obligations in an annual amount exceeding $500,000 100,000 with respect to such Company Employee Plan.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hunter Terry L), Agreement and Plan of Merger (Registry Inc)

Employee Benefit Plans; Employment Agreements. (a) SECTION 3.11.(aSection 2.12(a) of the Company Disclosure Schedule lists as of the date hereof all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) ), and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any material employment, executive compensation, consulting or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of or consultant to the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, Subsidiaries maintain or any Company Subsidiary, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 the Subsidiaries contribute for the benefit of any group of current or former employees of or consultants to the Company, the Subsidiaries or the Business Strategy Group (if all such plan has been or were terminated) or Section 4212(c) of ERISA (collectively plans, practices and programs are referred to as the "Company Employee Plans"). There To the extent requested by Buyer, there have been made available to Parent Buyer copies of (i) each such written Company Employee Plan (other than those referred to in Section 4(b)(4) of ERISA), ) (ii) the most recent annual report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation copies of summary plan descriptions for each Company such written Employee Plan subject (other than those referred to Title IV in Section 4(b)(4) of ERISA). For purposes of this SECTION 3.11.(aSection 2.12(a), the term "material," used with respect to any Company Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may reasonably be expected to incur obligations in an annual amount exceeding $500,000 50,000 with respect to such Company Employee Plan.

Appears in 1 contract

Samples: Stock Purchase Agreement (Renaissance Worldwide Inc)

Employee Benefit Plans; Employment Agreements. (a) SECTION 3.11.(aSection 3.11 (a) of the Company Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any material current or former employment, executive compensation, consulting or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of or consultant to the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any Company Subsidiarysubsidiary of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (collectively the "Company Employee Plans"). There have been made available to Parent copies of (i) each such written Company Employee Plan (other than those referred to in Section 4(b)(4) of ERISA), (ii) the most recent annual report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this SECTION 3.11.(aSection 3.11 (a), the term "material," used with respect to any Company Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $500,000 with respect to such Company Employee Plan.

Appears in 1 contract

Samples: Agreement and Plan of Merger (American Medical Response Inc)

Employee Benefit Plans; Employment Agreements. (a) SECTION 3.11.(aSection 2.11 (a) of the Company Disclosure Schedule lists as of the date hereof all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) ), and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any material employment, executive compensation, consulting or severance agreements, written or otherwise, for the benefit of, or relating to, any employee group of current or former employees of or consultant consultants to the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an a "Company ERISA Affiliate") within the meaning of Section 414 of the Code, or any Company Subsidiarysubsidiary of the Company, as well as each plan with respect to which the Company or an a Company ERISA Affiliate could would incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (collectively all such plans, practices and programs are referred to as the "Company Employee Plans"). There ." To the extent requested by Parent, there have been made available to Parent copies of (i) each such written Company Employee Plan (other than those referred to in Section 4(b)(4) of ERISA), (ii) the most recent annual report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this SECTION 3.11.(aSection 2.11 (a), the term "material," used with respect to any Company Employee Plan, shall mean that the Company or an a Company ERISA Affiliate has incurred or may reasonably be expected to incur obligations in an annual amount exceeding $500,000 with respect to such Company Employee Plan.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Registry Inc)

Employee Benefit Plans; Employment Agreements. (a) SECTION 3.11.(a) Section 5.12 of the Company ARRIS Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any material current or former employment, executive compensation, consulting or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of or consultant to the CompanyARRIS, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company ARRIS or which is under common control with the Company ARRIS (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any Company SubsidiarySubsidiary of ARRIS, as well as each plan with respect to which the Company ARRIS or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (collectively the "Company “ARRIS Employee Plans"). There have been made available to Parent C-COR copies of (i) each such written Company ARRIS Employee Plan (other than those referred to in Section 4(b)(4) of ERISA), (ii) the most recent annual report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company ARRIS Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company ARRIS Employee Plan subject to Title IV of ERISA, and (iv) such other documents or information that C-COR reasonably requests. For purposes of this SECTION 3.11.(a)Section 5.12, the term "material," used with respect to any Company ARRIS Employee Plan, shall mean that the Company ARRIS or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $500,000 with respect to such Company ARRIS Employee Plan.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Arris Group Inc)

Employee Benefit Plans; Employment Agreements. (a) SECTION 3.11.(aSection 2.11(a) of the Company Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended amended; ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) and all other material bonus, stock option, stock purchase, incentive, incentive or deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs programs, or arrangements, and any material current or former employment, executive compensation, consulting or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of or consultant to to, and which is maintained or contributed to, the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any Company Subsidiarysubsidiary of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could reasonably be expected to incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (collectively the "Company Employee Plans"). There have been made available to Parent copies of (i) each such written Company Employee Plan (other than those referred to in Section 4(b)(44(b) of ERISA), (ii) the most recent annual report on Form 5500 series5500, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iiiii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this SECTION 3.11.(a), the term "material," used with respect to any Company Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $500,000 with respect to such Company Employee Plan.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Meristar Hotels & Resorts Inc)

Employee Benefit Plans; Employment Agreements. (a) SECTION 3.11.(aSection 2.11 (a) of the Company Disclosure Schedule lists (i) all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, retirement and severance and other similar fringe or employee benefit plans, programs or arrangements, and any material employment, executive compensation, consulting or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of or consultant to the Company, Company or any trade or business (whether or not incorporated) which is a member subsidiary of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of other than a multiemployer plan as defined in Section 414 of the Code, or any Company Subsidiary, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c3(37) of ERISA ("Multiemployer Plan") (collectively the "Company Employee Plans")) and (ii) each Multiemployer Plan to which the Company or any subsidiary of the Company has an obligation to contribute. There have been made available to Parent copies of (iA) each such written Company Employee Plan (other than those referred to in Section 4(b)(4) of ERISA), (iiB) the most recent annual report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iiiC) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this SECTION 3.11.(aSection 2.11(a), the term "material," used with respect to any Company Employee Plan, shall mean that the Company or an ERISA Affiliate a subsidiary of the Company has incurred or may incur obligations in an annual amount exceeding $500,000 1,000,000 with respect to such Company Employee Plan.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Los Buenos Leasing Co Inc)

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Employee Benefit Plans; Employment Agreements. (a) SECTION 3.11.(aSection 3.11(a) of the Company Parent Disclosure Schedule lists as of the date hereof all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans plans, (as defined in Section 3(1) of ERISA) and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any material employment, executive compensation, consulting or severance agreements, written or otherwise, for the benefit of, or relating to, any employee group of current or former employees of or consultant consultants to the CompanyParent, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company Parent or which is under common control with the Company Parent (an a "Parent ERISA Affiliate") within the meaning of Section 414 of the Code, or any Company Subsidiarysubsidiary of Parent, as well as each plan with respect to which the Company Parent or an a Parent ERISA Affiliate could would incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (collectively all such plans, practices, and programs are referred to herein as the "Company Parent Employee Plans"). There ." To the extent requested by the Company, there have been made available to Parent the Company copies of (i) each such written Company Parent Employee Plan (other than those referred to in Section 4(b)(4) of ERISA), (ii) the most recent annual report on Form form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Parent Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Parent Employee Plan subject to Title IV of ERISA. For purposes of this SECTION 3.11.(a), Section 3.11 (a) the term "material," , used with respect to any Company Parent Employee Plan, shall mean that the Company Parent or an a Parent ERISA Affiliate has incurred or may reasonably be expected to incur obligations in an annual amount exceeding $500,000 1,000,000 with respect to such Company Parent Employee Plan.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Registry Inc)

Employee Benefit Plans; Employment Agreements. (a) SECTION 3.11.(aSection 2.11 (a) of the Company Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) ), and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any material employment, executive compensation, consulting or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of or consultant to the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA AffiliateAFFILIATE") within the meaning of Section 414 of the Code, or any Company Subsidiary, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (collectively all such plans, practices and programs are referred to as the "Company Employee PlansCOMPANY EMPLOYEE PLANS"). There have been made available to Parent copies of (i) each such written Company Employee Plan (other than those referred to in Section 4(b)(4) of ERISA), (ii) the most recent annual report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this SECTION 3.11.(aSection 2.11 (a), the term "material," used with respect to any Company Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $500,000 with respect to such Company Employee Plan.10

Appears in 1 contract

Samples: Agreement and Plan of Merger (Netvantage Inc)

Employee Benefit Plans; Employment Agreements. (a) SECTION 3.11.(aSection 2.11 (a) of the Company Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) ), and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any material current or former employment, executive compensation, consulting or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of or consultant to the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any Company Subsidiarysubsidiary of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (collectively all such plans, practices and programs are referred to as the "Company Employee Plans"). There have been made available to Parent copies of (i) each such written Company Employee Plan (other than those referred to in Section 4(b)(4) of ERISA), (ii) the most recent annual report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this SECTION 3.11.(aSection 2.11 (a), the term "material," used with respect to any Company Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $500,000 50,000 with respect to such Company Employee Plan.

Appears in 1 contract

Samples: Agreement and Plan of Merger (New Stat Healthcare Inc)

Employee Benefit Plans; Employment Agreements. (a) SECTION 3.11.(aSection 3.11 (a) of the Company Disclosure Schedule lists all employee pension plans (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), all material employee welfare plans (as defined in Section 3(1) of ERISA) and all other material bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar fringe or employee benefit plans, programs or arrangements, and any material current or former employment, executive compensation, consulting or severance agreements, written or otherwise, for the benefit of, or relating to, any employee of or consultant to the Company, any trade or business (whether or not incorporated) which is a member of a controlled group including the Company or which is under common control with the Company (an "ERISA Affiliate") within the meaning of Section 414 of the Code, or any Company Subsidiarysubsidiary of the Company, as well as each plan with respect to which the Company or an ERISA Affiliate could incur liability under Section 4069 (if such plan has been or were terminated) or Section 4212(c) of ERISA (collectively the "Company Employee Plans"). There have been made available to Parent copies of (i) each such written Company Employee Plan (other than those referred to in Section 4(b)(4) of ERISA), (ii) the most recent annual report on Form 5500 series, with accompanying schedules and attachments, filed with respect to each Company Employee Plan required to make such a filing, and (iii) the most recent actuarial valuation for each Company Employee Plan subject to Title IV of ERISA. For purposes of this SECTION 3.11.(aSection 3.11(a), the term "material," used with respect to any Company Employee Plan, shall mean that the Company or an ERISA Affiliate has incurred or may incur obligations in an annual amount exceeding $500,000 with respect to such Company Employee Plan.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Laidlaw Inc)

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