Pension and Benefit Plans; ERISA. (i) Schedule 4.1(k) sets forth a complete and correct list of:
Pension and Benefit Plans; ERISA. (i) For purposes of this Agreement, the term "
Pension and Benefit Plans; ERISA. (i) Schedule 3.1(l)(i) of the Company Disclosure Schedule contains a list of each "employee pension benefit plan" (as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (hereinafter a "Company Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by the Company, any of its Significant Subsidiaries or any other person or entity that, together with the Company, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Company ERISA Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors of the Company or any Company ERISA Affiliate (all the foregoing being herein called "Company Employee Benefit Plans"). The Company has made available to Parent true, complete and correct copies of (1) each Company Employee Benefit Plan and amendments thereto, (2) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Company Employee Benefit Plan (if any such report was required by applicable law), (3) the most recent summary plan description for each Company Employee Benefit Plan for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Company Employee Benefit Plan.
Pension and Benefit Plans; ERISA. To the knowledge of the Company, SCHEDULE 4.11 attached hereto contains a true and complete list of each "employee benefit plan," as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries for the benefit of current, former and retired employees (the "Company ERISA Plans") and each other material plan, contract, program or arrangement maintained, contributed to or required to be contributed to by the Company or any of its Subsidiaries for the benefit of current, former and retired employees and directors (the "Company Benefit Arrangements"). To the knowledge of the Company, each Company ERISA Plan and each Company Benefit Arrangement complies in all material respects with its terms and all applicable laws, including ERISA, and no "reportable event," "prohibited transaction" or breach of fiduciary duty (within the meaning of ERISA) or termination has occurred with respect to any Company ERISA Plan under circumstances which present a risk of any material liability to any governmental authority or other person. To the knowledge of the Company, none of the Company ERISA Plans or Company Benefit Arrangements is a "multiemployer plan" as defined in Section 4001(a)(3) of ERISA or a "multiple employee plan" within the meaning of Section 413(c) of the Code or Section 4063 of ERISA. To the knowledge of the Company, no event has occurred which would cause the Company to incur (i) any liability to the Pension Benefit Guaranty Corporation under Section 4069 of ERISA or (ii) any withdrawal liability to a "multiemployer plan." Copies or descriptions of each Company ERISA Plan and Company Benefit Arrangement (and, where applicable, the most recent summary plan description, actuarial report, determination letter, annual report (Form 5500) and trust agreement relating to such Company ERISA Plan and Company Benefit Arrangement), and such other information as has been reasonably requested by Buyer, have been made available to Buyer for review prior to the date hereof. To the knowledge of the Company, each Company ERISA Plan and each Company Benefit Arrangement intended to qualify under section 401(a) of the Code, is so qualified, and each trust maintained in connection with each such plan is tax exempt under Code ss. 501(a). To the knowledge of the Company, the Internal Revenue Service ("IRS") has issued favorable determination le...
Pension and Benefit Plans; ERISA. (i) Schedule 3.2(l)(i) of the Parent Disclosure Schedule contains a list of each "employee pension benefit plan" (as defined in Section 3(2) of (ERISA)) (hereinafter a "Parent Pension Plan"), "employee welfare benefit plan" (as defined in Section 3(l) of ERISA), stock option, stock purchase, deferred compensation plan or arrangement, and other employee fringe benefit plan or arrangement maintained, contributed to or required to be maintained or contributed to by Parent, any of its Significant Subsidiaries or any other person or entity that, together with Parent, is treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each a "Parent ERISA Affiliate") for the benefit of any present or former officers, employees, directors or independent contractors of Parent or any Parent ERISA Affiliate (all the foregoing being herein called "Parent Employee Benefit Plans"). Parent has made available to the Company true, complete and correct copies of (1) each Parent Employee Benefit Plan and amendments thereto, (2) the most recent annual report on Form 5500 filed with the Internal Revenue Service with respect to each Parent Employee Benefit Plan (if any such report was required by applicable law), (3) the most recent summary plan description for each Parent Employee Benefit Plan for which such a summary plan description is required by applicable law and (4) each trust agreement and insurance or annuity contract relating to any Parent Employee Benefit Plan.
Pension and Benefit Plans; ERISA. Except as otherwise set forth -------------------------------- in Section 3.01(m) of the Disclosure Schedule:
Pension and Benefit Plans; ERISA. Except as set forth in Section 3.15 of the Target Disclosure Letter:
Pension and Benefit Plans; ERISA. Except as set forth on Schedule 3.1(l) of the Company Disclosure Schedule or in the Company SEC Documents:
Pension and Benefit Plans; ERISA. (i) Except as set forth in Schedule 2.1(l)(i) of the Catellus Disclosure Letter, all “employee pension benefit plans,” as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained or contributed to by Catellus or any of the Catellus Subsidiaries or any trade or business (whether or not incorporated) which is under common control, or which is treated as a single employer, with Catellus under Section 414(b), (c), (m) or (o) of the Code (a “Catellus ERISA Affiliate”) (the “Catellus Pension Plans”) intended to qualify under Section 401(a) of the Code have been determined by the IRS to be qualified under Section 401(a) of the Code (or have been timely submitted to the IRS for such determination), no such determination has been modified, revoked or limited and each such determination covers all amendments to each such plan for which the remedial amendment period has expired.
Pension and Benefit Plans; ERISA. (a) Section 3.15(a) of the Company Disclosure Letter sets forth (i) all “employee benefit plans,” as defined in Section 3(3) of ERISA, and all material employee compensation and benefit plans, policies, arrangements or payroll practices, including, without limitation, severance pay, severance agreements, employment agreements, sick leave, vacation pay, salary continuation for disability, consulting or other compensation agreements, retirement, deferred compensation, bonus (including, without limitation, any retention bonus plan), long-term incentive, stock option, stock purchase, hospitalization, medical insurance, life insurance and scholarship programs maintained by the Company or any of the Company Subsidiaries or with respect to which the Company or any of the Company Subsidiaries has any liability; and (ii) all “employee pension benefit plans,” as defined in Section 3(2) of ERISA, maintained or contributed to by the Company or any trade or business (whether or not incorporated) which is under common control, or which is treated as a single employer, with the Company under Section 4.14(b), (c), (m) or (o) of the Code (a “Company ERISA Affiliate”) or to which the Company or any of the Company Subsidiaries or any Company ERISA Affiliate contributed or is obligated to contribute thereunder within six years prior to the Closing (the “Company Pension Plans”) (all such plans listed in clauses (i) and (ii) being hereinafter referred to as the “Company Employee Benefit Plans”).
