Employee Benefits Plans Sample Clauses
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Employee Benefits Plans. Schedule 6.11 hereto identifies each ERISA Plan as of the Closing Date. No ERISA Event has occurred or is expected to occur with respect to an ERISA Plan. Full payment has been made of all amounts that a Controlled Group member is required, under applicable Law or under the governing documents, to have paid as a contribution to or a benefit under each ERISA Plan. The liability of each Controlled Group member with respect to each ERISA Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under the ERISA Plan. With respect to each ERISA Plan that is intended to be qualified under Code Section 401(a), (a) the ERISA Plan and any associated trust operationally comply in all material respects with the applicable requirements of Code Section 401(a); (b) the ERISA Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the ERISA Plan and any associated trust have received a favorable determination letter from the Internal Revenue Service stating that the ERISA Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the ERISA Plan qualifies under Code Section 401(k), unless the ERISA Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the ERISA Plan currently satisfies, in all material respects, the requirements of Code Section 410(b), without regard to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the ERISA Plan is subject to a material excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of Controlled Group members with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan ass...
Employee Benefits Plans. (a) Schedule 4.14(a) sets forth a correct and complete list of: (i) all “employee benefit plans” (as defined in Section 3(3) of ERISA), and all other employee benefit plans, programs, agreements, policies, arrangements or payroll practices, including bonus plans, employment, consulting or other compensation agreements, collective bargaining agreements, incentive, equity or equity-based compensation, or deferred compensation arrangements, change in control, termination or severance plans or arrangements, stock purchase, severance pay, sick leave, vacation pay, salary continuation for disability, hospitalization, medical insurance, life insurance and scholarship plans and programs maintained by the Company or under which the Company contributed or is obligated to contribute thereunder for current or former employees of the Company (the “Employees”) (collectively, the “Company Plans”), and (ii) all “employee pension plans” (as defined in Section 3(2) of ERISA, subject to Title IV of ERISA or Section 412 of the Code, maintained by the Company or any of its Affiliates and any trade or business (whether or not incorporated) that is or has ever been under common control, or that is or has ever been treated as a single employer, with any of them under Section 414(b), (c), (m) or (o) of the Code (each, an “ERISA Affiliate”) or under which the Company or any ERISA Affiliate contributed or has ever been obligated to contribute thereunder (the “Title IV Plans”). Schedule 4.14(a) sets forth each Company Plan and Title IV Plan that is a “multiemployer plan” (as defined in Section 3(37) of ERISA (a “Multiemployer Plan”)), or is or has been subject to Sections 4063 or 4064 of ERISA.
(b) Correct and complete copies of the following documents, with respect to each of the Company Plans (other than a Multiemployer Plan), have been made available or delivered to Purchaser by the Company, to the extent applicable: (i) any plans, all amendments thereto and related trust documents, insurance contracts or other funding arrangements, and amendments thereto; (ii) the most recent Forms 5500 and all schedules thereto and the most recent actuarial report, if any; (iii) the most recent IRS determination letter; (iv) summary plan descriptions; (v) written communications to employees relating to the Company Plans; and (vi) written descriptions of all non-written agreements relating to the Company Plans.
(c) The Company Plans have been maintained in all material respects in accordance with...
Employee Benefits Plans. (a) For the period beginning on the Effective Date and ending on the six (6) month anniversary of the Effective Date, Parent shall, or shall cause one of its Subsidiaries to, provide each employee of the Company or any of its Subsidiaries immediately prior to the Effective Date who continues his or her employment with Parent or one of its Subsidiaries (including the Company) following the Effective Date (each, a “Continuing Employee”) compensation and benefit opportunities that are comparable in the aggregate to those provided to such Continuing Employee under the Company Employee Benefit Plans in effect immediately prior to the Effective Date (excluding (i) any equity-based compensation or (ii) retention, stay, change-in-control or similar payments or benefits). Notwithstanding the foregoing, Parent shall, or shall cause one of its Subsidiaries to, honor any terms and conditions of employment of Continuing Employees to the extent required by applicable Law or the terms and conditions of any collective bargaining agreement, works council, or other similar agreement listed on Section 3.1(r) of the Company Disclosure Letter, as such agreement may be in effect from time to time. Notwithstanding anything to the contrary set forth herein, nothing herein shall preclude or limit the right of Parent or its applicable affiliate(s) from terminating the employment of any Continuing Employee after the Effective Date for any lawful reason.
(b) For purposes of eligibility and vesting (but not benefit accrual) under the Company Employee Benefit Plans and the Parent Employee Benefit Plans providing benefits to any Continuing Employee after the Effective Date (the “New Plans”), each Continuing Employee shall be credited with his or her years of service with the Company and its Subsidiaries, as the case may be, before the Effective Date, to the same extent as such Continuing Employee was entitled, before the Effective Time, to credit for such service under any similar Company Employee Benefit Plan; provided that the foregoing service credit shall not apply with respect to benefit accrual under any defined benefit pension plan or to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing: (i) each Continuing Employee shall be immediately eligible to participate, without any waiting time, in any New Plans to the extent coverage under such New Plan replaces coverage under a comparable Company ...
Employee Benefits Plans. (a) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Plan is in compliance with the applicable provisions of ERISA, the Code and other applicable federal and state laws and (ii) each Plan that is intended to be a qualified plan under Section 401(a) of the Code may rely upon an opinion letter for a prototype plan or has received a favorable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the IRS to be exempt from federal income tax under Section 501(a) of the Code, or an application for such a letter will be submitted to the IRS within the applicable required time period with respect thereto or is currently being processed by the IRS, and to the knowledge of any Loan Party, nothing has occurred that would prevent, or cause the loss of, such tax-qualified status.
(b) Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) each Foreign Plan is in compliance with all Requirements of Law applicable thereto and the respective requirements of the governing documents for such plan and (ii) with respect to each Foreign Plan, none of the Borrower or any of its Subsidiaries or any of their respective directors, officers, employees or agents has engaged in a transaction that could subject the Borrower or its Restricted Subsidiary, directly or indirectly, to any tax or civil penalty.
(c) There are no pending or, to the knowledge of any Loan Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. There has been no “prohibited transaction” within the meaning of Section 4975 of the Code or Section 406 or 407 of ERISA (and not otherwise exempt under Section 408 of ERISA) with respect to any Plan that would reasonably be expected to result in a Material Adverse Effect.
(i) No ERISA Event has occurred and neither any Loan Party nor, to the knowledge of any Loan Party, any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Plan or Multiemployer Plan, (ii) each Loan Party and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pla...
Employee Benefits Plans. (a) Attached hereto as Schedule 4.20(a)(1), is a list identifying each "employee pension benefit plan," as defined in Section 3(2) of ERISA, including any "multi-employer plan," as defined in Section 3(37) of ERISA, (the "Pension Plans") and as Schedule 4.20(a)(2), a list identifying each "employee welfare benefit plan," as defined in Section 3(1) of ERISA, (the "Welfare Plans") that, in either case, are maintained, administered or contributed to by Sellers, or which cover any employee or former employee of Sellers. Collectively, the Pension Plans and the Welfare Plans shall hereafter be referred to as the "Employee Plans." Except as otherwise identified on Schedule 4.20(a)(1) and Schedule 4.20(a)(2) and on Schedule 4.20(l), (i) no Employee Plan or Benefit Arrangement (as defined in Section 4.20(l) of this Agreement) is maintained, administered or contributed to by any entity other than Sellers, and (ii) no Employee Plan is maintained under any trust arrangement which covers any employee benefit arrangement which is not an Employee Plan.
(b) Sellers have delivered to Buyer true and complete copies of (i) the Employee Plans (and related trust agreements and other funding arrangements, if any, and adoption agreements, if any), (ii) any amendments to the Employee Plans, (iii) written interpretations of the Employee Plans to the plan administrator of such Plan, (iv) material employee communications by the plan administrator of any Employee Plan (including, but not limited to, summary plan descriptions and summaries of material modifications as defined under ERISA), (v) the three most recent annual reports (e.g., the complete Form 5500 series) prepared in connection with each Employee Plan (if any such report was required), including all attachments (including without limitation the actuarial valuation reports) and (vi) the three most recent actuarial valuation reports prepared in connection with each Employee Plan (if any such report was required).
(c) Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, which are applicable to such Employee Plan.
(d) There are no pending or, to the knowledge of Sellers or Shareholder, threatened claims, suits or other proceedings by any employees, former employees or plan participants or the beneficiaries, spouses or representatives of any of them, against any Employee Plan, ...
Employee Benefits Plans. (a) Schedule 4.13(a) lists each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and any other material employee benefit plan or agreement sponsored and maintained by any Latisys Company for the benefit of any Business Employee (including their eligible dependents and beneficiaries) (each, a “Company Benefit Plan”). Each Latisys Company has made available to Purchaser correct and complete copies of (i) each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, descriptions thereof), (ii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required), (iii) the most recent summary plan description for each Company Benefit Plan for which such summary plan description is required and (iv) each trust agreement and insurance or group annuity contract relating to any Company Benefit Plan. Each Company Benefit Plan has been administered in all respects in accordance with its terms and the applicable provisions of ERISA, the Code and all other applicable Laws, except for any noncompliance that would not reasonably be expected to have a Material Adverse Effect, and the Latisys Companies have performed and complied in all material respects with all of their obligations under or with respect to each Company Benefit Plan.
(b) (i) Each Company Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and (ii) no event has occurred since the date of the most recent determination letter or application therefor relating to any such Company Benefit Plan that would reasonably be expected to adversely affect the qualified status of such Company Benefit Plan.
(c) None of the Company Benefit Plans is subject to Title IV of ERISA or the minimum funding requirements of Section 412 of the Code or Section 302 of ERISA. None of the Company Benefit Plans is a “multiemployer plan” within the meaning of Section 3(37) of ERISA.
(d) The representations and warranties set forth in this Section 4.13 are the sole and exclusive representations and warranties pertaining or relating to employee benefit matters, and no other representation or warranty set forth herein shall be read or co...
Employee Benefits Plans. (a) Section 4.14(a) of the Company Disclosure Schedule lists each Company Benefit Plan in effect or pursuant to which the Company has or may have any liability as of the date of this Agreement (other than (i) agreements or offer letters for the employment of any employee that are terminable at-will by the Company without a required notice period or severance or change of control pay or benefits, in which case only the forms of such agreements will be listed, and (ii) individual equity award agreements that do not deviate from the Company’s standard forms, in which case only such standard forms of equity award agreement will be listed).
(b) The Company has made available to Buyer true, correct and complete copies of the following documents, with respect to each Company Benefit Plan, where applicable: (i) all documents embodying or governing each Company Benefit Plan (or, in the case of any such Company Benefit Plan that is unwritten, a written description of the material terms thereof) and any funding medium for the Company Benefit Plan; (ii) the most recent IRS determination or opinion letter; (iii) the most recent annual reports on Form 5500 required to be filed with the IRS with respect to each Company Benefit Plan (if any such report was required); (iv) the most recent summary plan description (or other descriptions provided to employees) and all modifications thereto; (v) the last three years of non-discrimination testing results, (vi) the most recent actuarial valuation report; and (vii) all non-routine correspondence to and from any governmental agency.
(i) Each Company Benefit Plan is and has been established, operated, and administered in all material respects in accordance with its terms and all applicable Laws and regulations, including without limitation ERISA, the Code, and the Affordable Care Act.
(ii) No Company Benefit Plan is, or within the past six years has been, the subject of an application or filing under a government sponsored amnesty, voluntary compliance or similar program, or been the subject of any self-correction under any such program.
(iii) No litigation or governmental administrative proceeding, audit or other proceeding (other than those relating to routine claims for benefits) is pending or, to the Knowledge of the Company, threatened with respect to any Company Benefit Plan or any fiduciary or service provider thereof and, to the Knowledge of the Company there is no reasonable basis for any such litigation or proceeding.
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Employee Benefits Plans. (a) Schedule 5.13(a) lists each material Company Benefit Plan and separately identifies each material Company Benefit Plan that is maintained primarily for the benefit of employees of the Company or its Subsidiaries outside of the United States (a “Non-U.S. Company Benefit Plan”). For purposes of this Agreement, “Company Benefit Plan” means each “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)) and each other bonus, stock option, stock purchase, equity-based, incentive, deferred compensation, fringe benefit, employment, consulting, retirement, severance, termination or change in control agreements, supplemental retirement, profit sharing, insurance, medical, welfare, fringe or other benefits or remuneration of any kind, whether or not in writing and whether or not funded, in each case, that is sponsored, maintained, or required to be contributed to by the Company or any of its Subsidiaries, or with respect to which the Company or its Subsidiaries has any liability, for the benefit of current or former directors, officers, and employees of the Company or any of its Subsidiaries. Notwithstanding the foregoing, Company Benefit Plans shall exclude any plan or program that would otherwise be a Non-U.S. Company Benefit Plan but is sponsored, maintained or administered by any Governmental Body. With respect to each Company Benefit Plan (other than with respect to any “multiemployer plan” (within the meaning of Section 4001(a)(3) of ERISA)), the Company has made available to Parent correct and accurate copies of, as applicable (i) the plan document and all amendments thereto, (ii) the most recent annual report on Form 5500 required to be filed with the IRS (if any), (iii) the most recent summary plan description (if any), (iv) the most recent IRS determination letter, and (v) each trust agreement and insurance or group annuity contract. Except as would not be reasonably likely to result in material Liability to the Company, the Company Benefit Plans are all in compliance with their terms and the applicable provisions of ERISA, the Code and all other applicable Laws.
Employee Benefits Plans. (a) Section 3.15(a) of the Company Disclosure Schedule sets forth a list of all “employee benefit plans” as that term is defined in Section 3(3) of ERISA (whether or not covered by ERISA) and similar law of a non-US jurisdiction in which employees are located, including all of the material pension, retirement, savings, profit-sharing, deferred compensation, stock option, employee stock ownership, severance pay, vacation, bonus or other material incentive plans, all other material written employee programs, arrangements or agreements and all other material employee benefit plans or fringe benefit plans, that are currently adopted, maintained by, sponsored in whole or in part by, or contributed to by the Company or any Subsidiary of the Company or for which the Company or any Subsidiary of the Company could incur a liability for the benefit of present and former employees or directors of the Company and each Subsidiary thereof or their beneficiaries, or providing benefits to such persons in respect of services provided to any such entity (collectively, the “Benefit Plans”).
(b) Except as set forth on Section 3.15(b) of the Company Disclosure Schedule, no Benefit Plan is subject to Title IV of ERISA.
(c) For each Plan sponsored or maintained by the Company or its Subsidiaries covering the Business Employees, the Company has provided or made available to Purchaser the summaries, as of the date hereof, of all of the Benefit Plans that have been reduced to writing as listed on Section 3.15(a) of the Company Disclosure Schedules.
(d) No claim, lawsuit, arbitration or other action has been instituted against any Benefit Plan or, to the Knowledge of the Company, threatened against any Benefit Plan.
(e) Neither the Company nor any of its Subsidiaries has any current or projected liability in respect of post-employment or post-retirement welfare benefits for retired or former employees of the Company or its Subsidiaries, except as required by COBRA or other applicable Law.
(f) Except as disclosed in Section 3.15(f) of the Company Disclosure Schedules, each Benefit Plan is in compliance with its terms and the requirements of all applicable Law, and the Company and the ERISA Affiliates have satisfied all of their statutory, regulatory and contractual obligations with respect to each such Benefit Plan.
(g) Except as disclosed in Section 3.15(g) of the Company Disclosure Schedules, each Benefit Plan or trust which is intended to be qualified or exempt from taxation under...
Employee Benefits Plans. It is agreed that all benefit levels will remain as specified in the Collective Agreement with the following exceptions: