Employee Benefit Plans; Labor and Employment Matters. (a) Sprint Sub LLC and the Transfer Entities do not have, and will not as of the Closing have, any employees or any benefit plans (as defined in Section 3(3) of ERISA). Except as specifically set forth in this Agreement, none of NewCo, NewCo LLC, Sprint Sub LLC or the Transfer Entities will have any actual or contingent liability after the Closing as a result of benefit plans, incentive plans or other material benefit arrangements that are sponsored or contributed to by Sprint or any of its Subsidiaries or that have ever been sponsored by or contributed to by any of the Transfer Entities.
Employee Benefit Plans; Labor and Employment Matters. (a) Set forth in Schedule 2.13 is a true, correct and complete list of each of the following employee benefit plans maintained, sponsored or contributed to by the Sellers or CSC or any ERISA Affiliate at any time since January 1, 1997, or with respect to which the Sellers or CSC or any ERISA Affiliate could reasonably have any liabilities, or which provides or will provide benefits to present or former employees, officers, directors or independent contractors of the Sellers or CSC or any ERISA Affiliate, or their dependents, survivors or beneficiaries (the "Company Plans"): (i) each "employee pension benefit plan" (as such term is defined in Section 3(2) of ERISA) ("Pension Plan"), (ii) each "employee welfare benefit plan" (as such term is defined in Section 3(1) of ERISA), and (iii) each employee benefit plan, program or arrangement that is not subject to ERISA, including without limitation any retirement, pension, savings, profit sharing, money purchase pension, defined benefit, deferred compensation, severance, retention, golden parachute, stock ownership, stock purchase, stock option, phantom stock, equity, performance, bonus, incentive, vacation or holiday pay, educational assistance or tuition remission or reimbursement, cafeteria, dependent care, transportation, hospitalization or other medical, disability, death benefit plan (whether provided through insurance, on a funded or unfunded basis, or otherwise), or other welfare, benefit or fringe benefit plan, policy, trust, understanding or arrangement of any kind, whether written or oral. Neither Seller, nor CSC, nor any ERISA Affiliate currently sponsors, maintains or is required to contribute to or make any payments in respect of, or has at any time sponsored, maintained or been required to contribute to or make any payments in respect of, (i) any Pension Plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code or (ii) any "multiemployer plan" (as such term is defined in Section 3(37) of ERISA) ("Multiemployer Plan"). With respect to each Company Plan, Sellers or CSC have provided to Buyer a true, correct and complete copy of each of the following that is applicable to such Company Plan: the current plan document with all amendments thereto; any related trust or custodial agreements, insurance or annuity contracts currently in effect; the current summary plan description and any subsequent summary of material modifications; the Sellers and CSC's current employee handbook; the most...
Employee Benefit Plans; Labor and Employment Matters. (a) Section 4.8(a) of the Company Disclosure Letter lists each of the Company Benefit Plans.
Employee Benefit Plans; Labor and Employment Matters. (a) Disclosure Schedule 5.23(a) contains a complete and accurate list of each Seller Benefit Plan. The Selling Entities have made available to Buyer a copy of, to the extent applicable, (i) each Seller Benefit Plan and, with respect to any unwritten Seller Benefit Plan, a written summary of such Seller Benefit Plan and, with respect to each Seller Benefit Plan containing Assumed Plan Liabilities, (ii) each trust, insurance, annuity or other funding Contract related thereto, (iii) the most recent financial statements and actuarial or other valuation reports prepared with respect thereto, (iv) the three (3) most recent annual reports on Form 5500 required to be filed with the Internal Revenue Service with respect thereto, (v) the most recent summary plan description and any material modification with respect thereto, (vi) the most recent determination or opinion letter received from the Internal Revenue Service with respect to each Seller Benefit Plan containing Assumed Plan Liabilities intended to qualify under Section 401 of the Code, and (vii) all non-routine, written communications relating thereto.
Employee Benefit Plans; Labor and Employment Matters. (a) Section 3.23(a) of the Target Disclosure Schedule contains in all material respects an accurate and complete list, with respect to Target and any other Person within the controlled group of corporations with Target or any of its subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code, and the regulations issued thereunder (collectively an "ERISA Affiliate") of each plan, program, policy, practice, contract, agreement or other arrangement providing for direct or indirect compensation, severance benefits, termination pay, deferred compensation, performance awards, stock or stock-related options or awards, pension benefits, retirement benefits, profit-sharing benefits, savings benefits, disability benefits, medical insurance, dental insurance, health insurance, life insurance, death benefit, other insurance, repatriation or expatriation benefits, tax gross ups, welfare benefits, fringe benefits or other employee benefits or remuneration of any kind, whether written, unwritten or otherwise, funded or unfunded, including, but not limited to, each "employee benefit plan," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), which is or has been maintained, contributed to, or required to be contributed to, by Target, any of its subsidiaries or any ERISA Affiliate for the benefit of any current or former employee, director or consultant (collectively, the "Target Employee Plans"). None of Target, its subsidiaries and their ERISA Affiliates has made any plan or commitment to establish any new Target Employee Plan, to modify any Target Employee Plan (except to the extent required by Law or to conform any such Target Employee Plan to the requirements of any applicable Law, in each case as previously disclosed to Acquiror in writing, or as required by this Agreement). Xxxxx Xxxxxxxx is no longer an employee of the Target Group and none of the Target Group has any further liability or obligation under her Equity Mirror Agreement. 38
Employee Benefit Plans; Labor and Employment Matters. (a) Part 2.15(a) of the Disclosure Schedule sets forth a true, correct and complete list of all of (i) the employee benefit plans, arrangements or policies (whether or not written), whether U.S. or foreign, and whether or not subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), including, without limitation, any stock option, stock purchase, stock award, retirement, pension, deferred compensation, profit sharing, savings, incentive, bonus, health, dental, hearing, vision, drug, life insurance, cafeteria, flexible spending, dependent care, fringe benefit, vacation pay, holiday pay, disability, sick pay, workers compensation, unemployment, severance pay, employee loan, educational assistance plan, policy or arrangement, and (ii) any employment, indemnification, consulting or severance agreement, under which any current or former employee or director of the Company has any present or future right to benefits or under which the Company has any present or future liability (collectively, the "Plans"). Neither the Company nor any of its Affiliates has communicated to present or former employees of the Company or formally adopted or authorized any
Employee Benefit Plans; Labor and Employment Matters. (a) Each Employee Benefit Plan is and has been since January 1, 2020 in compliance, in all material respects, in accordance with its terms and the requirements of all applicable Laws, other than as would not reasonably be expected to result in a Company Material Adverse Effect.
Employee Benefit Plans; Labor and Employment Matters. (a) Set forth in Schedule 2.11 is a true, correct and complete list of each of the following maintained by Seller or any ERISA Affiliate since January 1, 2001, or with respect to which Seller or any ERISA Affiliate is or will be required to make any payment, or which provides or will provide benefits to present or prior employees of Seller or any ERISA Affiliate due to such employment (the “Company Plans”): (i) each “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) (“Pension Plan”), (ii) each “employee welfare benefit plan” (as such term is defined in Section 3(1) of ERISA), and (iii) each employment agreement or employee benefit or incentive compensation plan, program or arrangement that is not subject to ERISA, including without limitation any retirement, savings, profit sharing, deferred compensation, severance, stock ownership, retention, change in control, stock purchase, stock option, performance, bonus, incentive, vacation or holiday pay, hospitalization or other medical, disability, life or other insurance, or other welfare, benefit or fringe benefit plan, policy, trust, understanding or arrangement of any kind, whether written or oral. Neither Seller nor any ERISA Affiliate currently maintains or is required to contribute to or make any payments in respect of, or has at any time maintained or been required to contribute to or make any payments in respect of, (i) any Pension Plan subject to Title IV or Section 302 of ERISA or Section 412 of the Code or (ii) any “multiemployer plan” (as such term is defined in Section 3(37) of ERISA) (“Multiemployer Plan”).
Employee Benefit Plans; Labor and Employment Matters a. IGPAC has no Plans. b. IGPAC has no employees. Section 3.18(b) of the Disclosure Schedule describes the relationship between IGPAC and each of Messrs. Xxxxx Xxxx, Xxxxxx Xxxxxx and Xxxx Xxx.
Employee Benefit Plans; Labor and Employment Matters. (a) Disclosure Schedule 5.23(a) contains a complete and accurate list of each Seller Benefit Plan. The Selling Entities have made available to Buyer a copy of, to the extent applicable,
