Common use of Employee Benefits; Labor Matters Clause in Contracts

Employee Benefits; Labor Matters. (a) SCHEDULE 4.23(a) OF THE DISCLOSURE SCHEDULES sets forth a list of all material "employee benefit plans," as defined in section 3(3) of ERISA (whether or not subject to ERISA) other than a "multiemployer plan," as defined in Section 3(37) of ERISA, and each material cafeteria, material bonus, incentive or deferred compensation, severance, termination, retention, change of control, stock option, stock appreciation, stock purchase, phantom stock or other equity-based, loan, performance or other employee or retiree benefit or compensation plan, program, arrangement, agreement, policy or understanding, whether written or unwritten, under which any Employee or former Employee (including any beneficiaries and dependents thereof) is or may become eligible to participate or derive a benefit and that is or has been maintained, established or contributed to or required to be contributed to by Allegiance ("EMPLOYEE BENEFIT PLANS"). With respect to each Employee Benefit Plan, a copy of each of the following documents (if applicable) has been PROVIDED or made available to Buyer: (i) the most recent plan document for any Employee Benefit Plan covered by ERISA and all amendments thereto; (ii) the most recent summary plan description; (iii) the most recent trust document or any third party funding vehicle (including insurance) and all amendments thereto; (iv) the two most recent Forms 5500 required to have been filed with the IRS and all schedules thereto, and the most recent IRS determination letter. All contributions required to have been made by Allegiance under any Employee Benefit Plan or any applicable Law to any trusts established thereunder or in connection therewith have been made by the due date therefore (including any extensions). The Employee Benefit Plans have been administered in accordance with their terms in all material respects and are in compliance with applicable Law in all material respects. Neither Allegiance nor any trade or business (whether or not incorporated) which is or has ever been under common control, or which is or has ever been treated as a single employer, with Allegiance under Section 414(b), (c), (m) or (o) of the Code ("ERISA AFFILIATE") have at any time within the last six years, maintained, contributed to, or had any obligation to contribute to, or has any liability (fixed or contingent) with respect to, any "single-employer plan" as defined in Section 4001(a)(15) of ERISA or any plan subject to Sections 4063 or 4064 of ERISA ("MULTIPLE EMPLOYER PLAN").

Employee Benefits; Labor Matters. (a) SCHEDULE 4.23(a) OF THE DISCLOSURE SCHEDULES sets Except as set forth a list of all material "employee benefit plans," as defined in section 3(3) of ERISA (whether or not subject to ERISA) other than a "multiemployer plan," as defined in Section 3(37) of ERISAon Schedule 4.13, and each material cafeteria, material bonus, incentive or deferred compensation, severance, termination, retention, change of control, stock option, stock appreciation, stock purchase, phantom stock or other equity-based, loan, performance or other employee or retiree benefit or compensation plan, program, arrangement, agreement, policy or understanding, whether written or unwritten, under which any Employee or former Employee (including any beneficiaries and dependents thereof) is or may become eligible to participate or derive a benefit and that is or has been maintained, established or contributed to or required to be contributed to by Allegiance ("EMPLOYEE BENEFIT PLANS"). With respect to each Employee Benefit Plan, a copy of each of the following documents (if applicable) has been PROVIDED or made available to Buyer: (i) the most recent plan document for any each Employee Benefit Plan covered by is in substantial compliance with ERISA and all amendments thereto; the IRC, (ii) the most recent summary plan description; no Termination Event has occurred nor is reasonably expected to occur with respect to any Employee Plan, (iii) the most recent trust document or annual report (Form 5500 Series) with respect to each Employee Plan, including any third party funding vehicle required Schedule B (including insuranceActuarial Information) and all amendments thereto; (iv) the two most recent Forms 5500 required to , copies of which have been filed with the IRS Internal Revenue Service and all schedules theretodelivered to Agent, is to the knowledge of Borrower complete and correct, and since the most recent IRS determination letter. All contributions required date of such report there has been no Material Adverse Change in such funding status, (iv) copies of each agreement entered into with the PBGC, the U.S. Department of Labor or the Internal Revenue Service with respect to any Employee Plan have been made by Allegiance delivered to Agent, (v) no Employee Plan had an accumulated or waived funding deficiency or permitted decrease which would create a deficiency in its funding standard account or has applied for an extension of any amortization period within the meaning of Section 412 of the IRC at any time during the previous 60 months, and (vi) no Lien imposed under the IRC or ERISA exists or is likely to arise on account of any Employee Benefit Plan within the meaning of Section 412 of the IRC. Except as set forth on Schedule 4.13, no Loan Party or any applicable Law of its ERISA Affiliates has incurred any withdrawal liability under ERISA with respect to any trusts established thereunder Multiemployer Plan, or is aware of any facts indicating that it or any of its ERISA Affiliates may in connection therewith have been made by the future reasonably be expected to incur any such withdrawal liability. Except as set forth on Schedule 4.13, no Loan Party or any of its ERISA Affiliates nor any fiduciary of any Employee Plan has (A) engaged in a nonexempt prohibited transaction described in Sections 406 of ERISA or 4975 of the IRC that could reasonably be expected to result in a Material Adverse Change, (B) failed to pay any required installment or other payment required under Section 412 of the IRC on or before the due date therefore for such required installment or payment if such failure is not cured within 3 Business Days, (including C) engaged in a transaction within the meaning of Section 4069 of ERISA or (D) incurred any extensions)liability to the PBGC which remains outstanding other than the payment of premiums, and there are no premium payments which have become due which are unpaid. The There are no pending or, to the knowledge of any Loan Party, threatened claims, actions, proceedings or lawsuits (other than claims for benefits in the normal course) asserted or instituted against (1) any Employee Benefit Plans have been administered in accordance Plan or its assets, (2) any fiduciary with their terms in all material respects and are in compliance with applicable Law in all material respects. Neither Allegiance nor respect to any trade or business (whether or not incorporated) which is or has ever been under common controlEmployee Plan, or which is (3) any Loan Party or has ever been treated any of its ERISA Affiliates with respect to any Employee Plan. Except as a single employer, with Allegiance under required by Section 414(b), (c), (m) or (o) 4980B of the Code IRC, no Loan Party or any of its ERISA Affiliates maintains an employee welfare benefit plan ("ERISA AFFILIATE") have at any time within the last six years, maintained, contributed to, or had any obligation to contribute to, or has any liability (fixed or contingent) with respect to, any "single-employer plan" as defined in Section 4001(a)(153(1) of ERISA ERISA) which provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Loan Party or any plan subject to Sections 4063 of its ERISA Affiliates or 4064 coverage after a participant's termination of ERISA ("MULTIPLE EMPLOYER PLAN")employment.

Employee Benefits; Labor Matters. (a) SCHEDULE Schedule 4.23(a) OF THE DISCLOSURE SCHEDULES of the Disclosure Schedules sets forth a list of all material "“employee benefit plans," ” as defined in section 3(3) of ERISA (whether or not subject to ERISA) other than a "“multiemployer plan," ” as defined in Section 3(37) of ERISA, and each material cafeteria, material bonus, incentive or deferred compensation, severance, termination, retention, change of control, stock option, stock appreciation, stock purchase, phantom stock or other equity-based, loan, performance or other employee or retiree benefit or compensation plan, program, arrangement, agreement, policy or understanding, whether written or unwritten, under which any Employee or former Employee (including any beneficiaries and dependents thereof) is or may become eligible to participate or derive a benefit and that is or has been maintained, established or contributed to or required to be contributed to by Allegiance ("EMPLOYEE BENEFIT PLANS"“Employee Benefit Plans”). With respect to each Employee Benefit Plan, a copy of each of the following documents (if applicable) has been PROVIDED provided or made available to Buyer: (i) the most recent plan document for any Employee Benefit Plan covered by ERISA and all amendments thereto; (ii) the most recent summary plan description; (iii) the most recent trust document or any third party funding vehicle (including insurance) and all amendments thereto; (iv) the two most recent Forms 5500 required to have been filed with the IRS and all schedules thereto, and the most recent IRS determination letter. All contributions required to have been made by Allegiance under any Employee Benefit Plan or any applicable Law to any trusts established thereunder or in connection therewith have been made by the due date therefore (including any extensions). The Employee Benefit Plans have been administered in accordance with their terms in all material respects and are in compliance with applicable Law in all material respects. Neither Allegiance nor any trade or business (whether or not incorporated) which is or has ever been under common control, or which is or has ever been treated as a single employer, with Allegiance under Section 414(b), (c), (m) or (o) of the Code ("“ERISA AFFILIATE"Affiliate”) have at any time within the last six years, maintained, contributed to, or had any obligation to contribute to, or has any liability (fixed or contingent) with respect to, any "“single-employer plan" ” as defined in Section 4001(a)(15) of ERISA or any plan subject to Sections 4063 or 4064 of ERISA ("MULTIPLE EMPLOYER PLAN"“multiple employer plan”).

Employee Benefits; Labor Matters. (a) SCHEDULE 4.23(aSection 3.13(a) OF THE DISCLOSURE SCHEDULES sets forth of the Seller Disclosure Letter contains a true and complete list of all material "employee benefit plans," as defined in section 3(3) of ERISA (whether or not subject to ERISA) other than a "multiemployer plan," as defined in Section 3(37) of ERISA, and each material cafeteria, material bonus, incentive or deferred compensation, severance, termination, retention, change of control, stock option, stock appreciation, stock purchase, phantom stock or other equity-based, loan, performance or other employee or retiree benefit or compensation plan, program, arrangement, agreement or commitment which is an employment, consulting or deferred compensation agreement, policy or understandingan executive compensation, whether written incentive bonus or unwrittenother bonus, under which employee pension, profit-sharing, savings, retirement, stock option, stock purchase, severance pay, life, health, disability or accident insurance plan, or vacation, or other employee benefit plan, program, arrangement, agreement or commitment, including, without limitation, any "employee benefit plan" as defined in Section 3(3) of the Employee or former Employee Retirement Income Security Act of 1974, as amended (including any beneficiaries and dependents thereof) is or may become eligible to participate or derive a benefit and "ERISA"), in each case, that is or has been maintainedsponsored, established maintained or contributed to or required to be contributed to by Allegiance any Seller or by any trade or business, whether or not incorporated (an "EMPLOYEE BENEFIT PLANSERISA Affiliate"), that together with any Seller would be deemed a "single employer" within the meaning of Section 4001(b) of ERISA, or to which any Seller or an ERISA Affiliate is party, for the benefit of any "Offer Employee" (as defined in Section 6.5(b)) (individually, a "Seller Plan," and collectively, the "Seller Plans"). No Seller Plan is subject to Title IV or Section 302 of ERISA. (b) No liability under Title IV or Section 302 of ERISA has been incurred by any Seller or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a risk to any Seller or any ERISA Affiliate of incurring any such liability, other than liability for premiums due the Pension Benefit Guaranty Corporation (which premiums have been paid when due). Insofar as the representation made in this Section 3.13(b) applies to Sections 4064, 4069 or 4204 of Title IV of ERISA, it is made with respect to any employee benefit plan, program, agreement or arrangement subject to Title IV of ERISA to which the Seller or any ERISA Affiliate made, or was required to make, contributions during the six (6)-year period ending on the last day of the most recent plan year ended prior to the Closing Date. (c) Except as set forth in Section 3.13(c) of the Seller Disclosure Letter, with respect to each Seller Plan (A) all payments due from any Seller or any Seller Affiliate to date have been made when due and all amounts properly accrued to date or as of the date of Closing as liabilities of any Seller which have not been paid have been properly recorded on the books of any Seller; (B) the Sellers and each Seller Affiliate have complied with, and each such Seller Plan conforms in form and operation to, all applicable laws and regulations, including, but not limited to, ERISA and the Code, in all material respects; (C) each such Seller Plan which is an "employee pension benefit plan" (as defined in Section 3(2) of ERISA) and intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and since the date of such letter through the date of this Agreement, nothing has occurred that has or is likely to adversely affect such qualification or exemption; and (D) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Seller Plan or against the assets of such Seller Plan. (d) Except as set forth in Section 3.13(d) of the Seller Disclosure Letter, the consummation of the transactions contemplated by this Agreement will not (A) accelerate the time of the payment or vesting of, or increase the amount of, compensation due to any Offer Employee, (B) reasonably be expected to result in any payment of any "excess parachute payment" to any Offer Employee under Section 280G of the Code, (C) result in any liability to any Offer Employee, including, but not limited to, as a result of the Worker Adjustment Retraining and Notification Act or (D) entitle any Offer Employee to severance pay, unemployment compensation or similar payment. (e) Neither the Company nor any subsidiary has an announced plan or legally binding commitment to create any additional Seller Plans or to amend or modify any existing Seller Plan. (f) Except as set forth in Section 3.13(f) of the Seller Disclosure Letter, no Seller has any material liability, whether absolute or contingent, direct or indirect, including any obligations under any Seller Plan, with respect to any misclassification of a person as an independent contractor rather than as an employee. (g) No Seller has an obligation to provide or any direct or indirect liability, whether contingent or otherwise, with respect to the provision of health or death benefits to or in respect of former employees, except as may be required pursuant to COBRA and the costs of which are fully paid by such former employees. (h) With respect to each Employee Benefit Seller Plan, the Sellers have delivered to Purchaser a current, accurate and complete copy of each of (or, to the following documents (if extent no such copy exists, an accurate description) thereof and, to the extent applicable) has been PROVIDED or made available to Buyer: (iA) any related trust agreement or other funding instrument; (B) the most recent plan document for any Employee Benefit Plan covered by ERISA and all amendments theretoIRS determination letter, if applicable; (iiC) the most recent summary plan description; , (iiiw) the most recent trust document or any third party funding vehicle Form 5500 and attached schedules, (including insurancex) and all amendments thereto; (iv) the two most recent Forms 5500 required to have been filed with the IRS and all schedules thereto, and the most recent IRS determination letteraudited financial statement, and (y) the most recent actuarial valuation report. All contributions required to have been made by Allegiance under any Employee Benefit Plan (i) No Seller or any applicable Law Seller Affiliate is a party to any trusts established thereunder collective bargaining agreements and there are no labor unions or in connection therewith have been made by the due date therefore (including any extensions). The Employee Benefit Plans have been administered in accordance with their terms in all material respects and are in compliance with applicable Law in all material respects. Neither Allegiance nor any trade or business (whether or not incorporated) which is or has ever been under common controlother organizations representing, purporting to represent, or which is or has ever been treated attempting to represent, any employee of any Seller. (j) Except as a single employer, with Allegiance under set forth in Section 414(b), (c), (m) or (o3.13(j) of the Code ("ERISA AFFILIATE") have at Seller Disclosure Letter, no Seller or Seller Affiliate has violated any time within the last six years, maintained, contributed toprovision of federal or state law or any governmental rule or regulation, or had any obligation to contribute toorder, or has decree, judgment arbitration award of any liability (fixed or contingent) with respect tocourt, any "single-employer plan" as defined in Section 4001(a)(15) of ERISA arbitrator or any plan subject government agency regarding the terms and conditions of employment of employees, former employees or prospective employees or other labor related matters, including, without limitation, laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to Sections 4063 discrimination, fair labor standards and occupational health and safety, wrongful discharge or 4064 violation of ERISA ("MULTIPLE EMPLOYER PLAN").the personal rights of employees, former employees or prospective employees. Section 3.14