Employment Agreements and Benefit Plans. Except as set forth in the Disclosure Letter, neither the Corporation nor any Subsidiary is a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment agreement or, without limitation, any Employee Obligation, with, any Person; all benefit plans covering active, former or retired employees, officers or Directors of the Corporation or any of its Subsidiaries are listed in the Disclosure Letter; the Corporation has made available to Acquiror true and complete copies of all of the respective terms thereof and: each such plan has been maintained and administered in material compliance with its terms and is, to the extent required by applicable law or contract, fully funded without any deficit or unfunded actuarial liability or adequate provision therefor having been made; all such plans are in compliance with applicable laws, rules, regulations and policies (including those as to registration or other qualification); to the knowledge of the Corporation there are no pending, anticipated or threatened claims against or involving any of the plans; and all contributions, reserves or premium payments required or provided for have been made.
Employment Agreements and Benefit Plans. Allied has delivered to Air-Cure a copy of Allied's employment agreement with Lloyx X. Xxxxxxxx, xxich is the only legally enforceable employment agreement which Allied has in effect. Allied has also delivered to Air-Cure a copy of its Section 401(k) qualified employee benefit plan (the "Plan"), which has been adopted by Allied. Other than the Plan and the employment agreement with Slinxxxx, Xxlied has no pension, profit-sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plan or arrangement. The Plan is in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable laws. The Plan has been determined by the Internal Revenue Service to be so qualified under Section 401(a) of the Code, and a copy of the IRS determination letter has been provided to Air-Cure. Except as set forth in Schedule 4.13, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, audits or tax returns) have been timely filed or distributed. No
Employment Agreements and Benefit Plans. 13 Section 3.11 Taxes..........................................................15 Section 3.12
Employment Agreements and Benefit Plans. Schedule 3.9.1 lists all (a) employment and consulting agreements (including severance, retention and change of control agreements) relating primarily to the Business and to which PDC, PDI or any member of the PD Mexico Group, as the case may be, is a party, other than (i) agreements that by their terms may be terminated or canceled by PDC, PDI or a member of the PD Mexico Group, as the case may be, with notice of not more than 60 days, without penalty and (ii) agreements relating to employment or severance that require payments or base salary amounts of less than $50,000 in any one case; (b) collective bargaining agreements relating primarily to the Business with any labor unions currently representing employees of PDC, PDI or any member of the PD Mexico Group, as the case may be, and (c) material “employee benefit plans,” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), profit sharing, pension, retirement, bonus, incentive compensation, stock option, restricted stock, deferred compensation or other material fringe benefit plans, programs and arrangements under which (i) any Company Employee (including any beneficiaries and dependants thereof) is or may become eligible to participate or derive a benefit and that is or has been maintained, established or contributed to by PDC, PDI or any member of the PD Mexico Group, or any trade or business, whether or not incorporated that, together with PDC, PDI or the PD Mexico Group, is, or would have been at any date of determination occurring within the preceding six years, treated as a single employer under Section 414 of the Code solely for the benefit of Company Employees, or (ii) the PD Mexico Group may have any material outstanding liability or obligation (collectively, items described in this clause (c), the “Benefit Plans”). Schedule 3.9.1 lists those Benefit Plans that (i) are sponsored or maintained by PDC or PDI, as the case may be, solely with respect to the Business at the U.S. Facilities (each such Benefit Plan, a “U.S. Stand-Alone Plan”) or (ii) that are sponsored or maintained by the PD Mexico Group with respect to the Business at the Monterrey Facility (each such Benefit Plan, a “Monterrey Stand-Alone Plan” and, together with the U.S. Stand-Alone Plan, the “Stand-Alone Plans”). With respect to each Benefit Plan, the Sellers have heretofore made available to the Purchaser a complete and correct copy of the Benefit Plan and any amendments thereto.
Employment Agreements and Benefit Plans. None of the Mesa Companies have any pension, profit-sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plan or arrangement except as described on Schedule 3.12.
Employment Agreements and Benefit Plans. (i) Viaduct II has no employment agreements with its salaried employees, employee benefit plans, pension plans, deferred profit sharing plans, bonus plans or any other similar plan, scheme or arrangement established for employees; and
Employment Agreements and Benefit Plans. AWW has no pension, profit-sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plan or arrangement.
Employment Agreements and Benefit Plans. (i) RGI has no employment agreements, written or oral, with its salaried employees, employee benefit plans, pension plans, deferred profit sharing plans, bonus plans or any other similar plan, scheme or arrangement established for employees other than as set out in SCHEDULE H;
Employment Agreements and Benefit Plans. Except as set forth in the Disclosure Letter, the Corporation is not a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment agreement or, without limitation, any Employee Obligation, with, any Person; all benefit plans covering active, former or retired employees, officers or directors of the Corporation is listed in the Disclosure Letter; the Corporation has made available to Acquirer true and complete copies of all of the respective terms thereof and: each such plan has been maintained and administered in material compliance with its terms and is, to the extent required by applicable law or contract, fully funded without any deficit or unfunded actuarial liability or adequate provision therefor having been made; all such plans are in compliance with applicable laws, rules, regulations and policies (including those as to registration or other qualification); to the knowledge of the Corporation there are no pending, anticipated or threatened claims against or involving any of the plans; and all contributions, reserves or premium payments required or provided for have been made.
Employment Agreements and Benefit Plans. Except as set forth in Section 3.10 of the Company Disclosure Letter:
