ERISA and Other Compliance. 16 2.9 Absence of Certain Changes or Events..........................................................19 2.10 Full Force and Effect.........................................................................21 2.11 Agreements ...................................................................................21 2.12
ERISA and Other Compliance. (a) Section 2.8 of the SCO Disclosure Letter lists each employment, severance, compensation or other similar contract, arrangement or policy and each plan or arrangement (written or oral, contractual or discretionary) providing for insurance coverage (including any self-insured arrangements), workers' benefits, vacation benefits, severance benefits, disability or permanent health insurance benefits, death benefits, hospitalization or other medical benefits, retirement benefits, deferred compensation, profit-sharing, bonuses, commissions, stock options, stock purchase, phantom stock, stock appreciation, save as you earn or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors (other than workers compensation, unemployment compensation and other government mandated programs) which both (A) is entered into, maintained or contributed to, as the case may be, by any member of the Contributed Company Group or any of the Contributing Companies, and (B) covers any Employee (collectively as the "Group Benefit Arrangements"). Each Group Benefit Arrangement maintained by any member of the Contributed Company Group has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such Group Benefit Arrangement except as would not have a Material Adverse Effect on the Group Business. Section 2.8(a) of the SCO Disclosure Letter also identifies each "employee benefit plan," as defined in Section 3(3) of ERISA ("Employee Benefit Plan"), in which any of the Employees participate (collectively, the "Group Employee Plans"). Copies of all Group Benefit Arrangements have been made available to Caldera or its counsel. All contributions or premiums currently due and payable with respect to any of the Group Employee Plans have been made as required under ERISA or have been accrued on the 2000 Group Balance Sheet or will be made prior to the Effective Time. Any Contributed Company Employee Plan intended to be qualified under Section 401(a) of the Code has either obtained from the Internal Revenue Service a favorable determination letter as to its qualified status under the Code, including all amendments to the Code effected by the Tax Reform Act of 1986, or has applied to the Internal Revenue Service for such a determination letter prior to the expiration of the requisite period under applicable Treasury Re...
ERISA and Other Compliance. (a) Litronic has made available to BIZ copies of (i) each "employee benefit plan," as defined in Section 3(3) of ERISA, and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between Litronic or any of the Litronic Subsidiaries and any employee of Litronic or any of the Litronic Subsidiaries, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by Litronic or any of the Litronic Subsidiaries under which Litronic or any of the Litronic Subsidiaries or an ERISA Affiliate thereof has any present or future obligation or liability (collectively, "Litronic Employee Plans"). Copies of all Litronic Employee Plans (and, if applicable, related trust agreements) and all amendments thereto and written interpretations thereof (including summary plan descriptions) have been made available to BIZ or its counsel, together with the three most recent annual reports (Form 5500, including, if applicable, Schedule B thereto) prepared in connection with any Litronic Employee Plan. Copies of all Litronic Employee Plans which individually or collectively would constitute an "employee pension benefit plan," as defined in Section 3(2) of ERISA (collectively, "Litronic Pension Plans"), have been made available to BIZ. All contributions due from Litronic or any of the Litronic Subsidiaries through the date hereof with respect to any of the Litronic Employee Plans have been made as required under ERISA or have been accrued on Litronic's financial statements as of December 31, 2000. Each of the Litronic Employee Plans has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to the Litronic Employee Plans except for noncompliance which would not have a Material Adverse Effect on Litronic.
ERISA and Other Compliance. 13 3.10 Absence of Undisclosed Liabilities.........................................15 3.11 Absence of Certain Changes or Events.......................................15 3.12
ERISA and Other Compliance. (a) BIZ has made available to Litronic a list of all employees of BIZ and their salaries as of the date of this Agreement. BIZ has made available to Litronic copies of (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) all other written or formal plans or agreements involving direct or indirect compensation or benefits (including any employment agreements entered into between BIZ or BCP and any employee of BIZ or BCP, but excluding workers' compensation, unemployment compensation and other government-mandated programs) currently or previously maintained, contributed to or entered into by BIZ or BCP under which BIZ or BCP or an ERISA Affiliate (as defined below) thereof has any present or future material obligation or liability (collectively, "BIZ Employee Plans"). "
ERISA and Other Compliance. (a) IMS has made available to TriZetto a list of (i) each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and (ii) any other plan, arrangement or agreement involving compensation or benefits, including any employment agreements, plans or arrangements providing for insurance coverage (including self-insured arrangements), retirement benefits, deferred compensation, profit-sharing, incentive compensation, stock options, stock purchases, phantom stock, stock appreciation, other stock-based awards, or post-retirement insurance, covering employees of Erisco and maintained or contributed to or entered into as of the date of this Agreement, or that has within the last six (6) years been maintained or contributed to or entered into by IMS or any of its subsidiaries or any IMS ERISA Affiliate (as defined below) under which IMS or any of its subsidiaries or any IMS ERISA Affiliate has any present or future obligation or liability with respect to any current or former employee, consultant, leased employee or director of IMS or any of its subsidiaries or any IMS ERISA Affiliate (collectively, the "IMS EMPLOYEE PLANS"). For purposes of this Agreement, "
ERISA and Other Compliance. (a) Section 3.8(a) of the VERITAS Disclosure Letter lists each employment, severance, compensation or other similar contract, arrangement or policy and each plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements), workers' benefits, vacation benefits, severance benefits, disability benefits, death benefits, hospitalization benefits, retirement benefits, deferred compensation, profit- sharing, bonuses, stock options, stock purchase, phantom stock, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits for employees, consultants or directors (other than workers compensation, unemployment compensation and other government mandated programs) which both (A) is entered into, maintained or contributed to, as the case may be, by any member of the VERITAS, and (B) covers any employee or former employee of the VERITAS Business (collectively, the "VERITAS BENEFIT ARRANGEMENTS"). Each VERITAS Benefit Arrangement maintained by VERITAS or any VERITAS Subsidiary has been maintained in substantial compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations which are applicable to such VERITAS Benefit Arrangement except as would not have a Material Adverse Effect on VERITAS. Section 3.8(a) of the VERITAS Disclosure Letter also identifies each Employee Benefit Plan in which any of the employees participate (collectively, the " VERITAS EMPLOYEE PLANS"). Copies of all VERITAS Benefit Arrangements have been made available to SSI or its counsel. All contributions or premiums currently due and payable with respect to any of the VERITAS Employee Plans have been made as required under ERISA or have been accrued on the VERITAS Financial Statements as of the VERITAS Financial Statements Balance Sheet Date, or will be made prior to the Effective Time.
ERISA and Other Compliance. (a) TriZetto has made available to IMS a list of (i) each "employee benefit plan," as defined in Section 3(3) of ERISA, and (ii) any other plan, arrangement or agreement involving direct or indirect compensation or benefits, including any employment agreements, plans or arrangements providing for insurance coverage (including self-insured arrangements), retirement benefits, deferred compensation, profit-sharing, incentive compensation, stock options, stock purchases, phantom stock, stock appreciation, other stock-based awards, or post-retirement insurance, maintained or contributed to or entered into as of the date of this Agreement, or that has within the last six (6) years been maintained or contributed to or entered into by TriZetto or any of the TriZetto Subsidiaries or any TriZetto ERISA Affiliate (as defined below) under which TriZetto or any of the TriZetto Subsidiaries or any TriZetto ERISA Affiliate has any present or future obligation or liability with respect to any current or former employee, consultant, leased employee or director of TriZetto or any of the TriZetto Subsidiaries or any TriZetto ERISA Affiliate (collectively, the "TRIZETTO EMPLOYEE PLANS"). For purposes of this Agreement, "
ERISA and Other Compliance. 35 3.10 Absence of Certain Changes or Events . . . . . . . . 36 3.11
ERISA and Other Compliance. (a) All contributions due from ERS or any of the ERS Subsidiaries through the Effective Time with respect to any "employee benefit plan" (the "ERS Employee Plans"), as defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended ("ERISA"), have been or will be timely made as required under ERISA or any applicable legislation, other than any such failure which would not have a Material Adverse Effect on ERS. Each ERS Employee Plan has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations, including, without limitation, ERISA and the Code, which are applicable to such ERS Employee Plans, other than any non-compliance which would not have a Material Adverse Effect on ERS.
