Employee Programs. SCHEDULE 4.20 sets forth a list of every Employee Program (as defined below) maintained by the Company or any of its Subsidiaries at any time during the six-year period ending on the Closing Date or with respect to which a liability of the Company or any of its Subsidiaries exists. Except as set forth on SCHEDULE 4.20, each Employee Program (other than a Multiemployer Plan (as defined below)) which has been maintained by the Company during the six-year period ending on the Closing Date and which has been intended to qualify under Section 401(a) or Section 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such Section or the remedial amendment period under Section 401(b) of the Code has not yet expired with respect to such Employee Program and, to the Company's knowledge, nothing has occurred that would adversely affect such qualification since the date of such letter or application for a determination or approval letter has been timely made and, to the Company's knowledge, no reason exists why a favorable determination or approval shall not be granted. Except as set forth on SCHEDULE 4.20, the Company and its Subsidiaries do not know of any failure of any party to comply with any laws applicable with respect to the Employee Programs that have been maintained by the Company or any of its Subsidiaries, and no such failure will result from completion of the transactions contemplated hereby. Except as set forth on SCHEDULE 4.20 with respect to any Employee Program ever maintained by the Company or any of its Subsidiaries, there has been no "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, or breach of any duty under ERISA or other applicable law or any agreement which in any such case could subject the Company or any of its Subsidiaries to material liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or Government administrative proceeding (or investigation) or other proceeding (other than those relating to routine claims for benefits) is pending or threatened with respect to any such Employee Program (other than a Multiemployer Plan). No event or omission has occurred which would cause any Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provi...
Employee Programs. The Company shall have taken all steps necessary under the relevant documents and applicable law to maintain the qualification of each Employee Program identified on Schedule 2.23 notwithstanding the purchase of the Company Shares by Buyer.
Employee Programs. Between the date of this Agreement and the Closing, the LLC will not maintain any Employee Program other than the Employee Programs listed on Schedule 3.24.
Employee Programs. Seller shall have taken all steps reasonably necessary under the relevant documents and applicable law for Buyer to succeed to the position of Seller with respect to each Employee Program identified on Schedule 2.25.
Employee Programs. (a) Neither the Company nor its Subsidiaries provide, nor has an obligation to provide, or make contributions to provide compensation or benefits of any kind or description whatsoever (whether current or deferred and whether paid in cash or in kind) to, or on behalf of, one, or more than one, current or former employees or directors of the Company, its Subsidiaries or any of its current or former Affiliates or any of their dependents, other than any plans, programs or other arrangements which only provide for the payment of cash compensation currently from the general assets of the Company or its Subsidiaries on a payday by payday basis as base salary or hourly wages for current services and other than policies for vacation and sick days and except as disclosed on Schedule 5.7 (individually, a "Benefit Plan," and collectively, the "Benefit Plans"). Each of the Benefit Plans is listed on Schedule 5.7.
Employee Programs. Amerivend shall have taken all steps ----------------- under the relevant documents and applicable law to maintain the qualification of each Employee Program of Amerivend identified in Schedule 2.28 notwithstanding ------------- the purchase of the Amerivend Shares by Buyer.
Employee Programs. Parent will maintain each of the Employee ----------------- Programs (as such term is defined in Section 2.22) listed on SCHEDULE 2.22 or Employee Programs which are at least comparable, in the aggregate, to those listed on SCHEDULE 2.22 until at least the fifth anniversary of the Closing Date unless Parent institutes for the benefit of the employees covered by such Employee Programs, new or different programs which are, in the aggregate, comparable to or better than, in terms of level of benefits, such Employee Programs; provided however, that the parties hereto agree that neither Parent -------- ------- nor any of its affiliates shall be required to adopt or maintain a defined benefit plan.
Employee Programs. (a) Section 4.18 of the Company Disclosure Schedule sets forth a list of every Employee Program that has been maintained by the Company or an Affiliate at any time during the three (3) year period ending on the Closing Date.
Employee Programs. 15 4.21. Private Offerings..............................................................................17 4.22. Insurance......................................................................................17 4.23. Employment Practices...........................................................................17 4.24. Material Contracts and Obligations.............................................................18 4.25. Intellectual Property..........................................................................18 4.26. Accounts Receivable............................................................................20
Employee Programs. 11 4.13. Private Offerings......................................................13 4.14. Broker's or Finder's Commissions.......................................14 4.15. Disclosure.............................................................14 4.16. Intentionally Deleted..................................................14 4.17. Federal Reserve Regulations and Other Matters..........................14 4.18.
