Plans; ERISA. (a) All of the Plans of the Company and its Subsidiaries are listed on Section 2.14(a) of the Company Disclosure Schedule Copies of all such Plans have been provided to Parent. To the extent applicable, the Plans comply with the requirements of ERISA and the Internal Revenue Code, and any Plan intended to be qualified under Section 401(a) of the Internal Revenue Code and each trust intended to qualify under Section 501(a) of the Internal Revenue Code (i) has either obtained a favorable determination letter as to its qualified status from the IRS or still has a remaining period of time under applicable treasury regulations or IRS pronouncements in which to apply for such determination letter and to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been amended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation (except to the extent such amendments may be made without penalty within applicable amendatory periods). The Company has furnished or made available to Parent copies of the most recent IRS determination letters and Forms 5500 for the three most current Plan years with respect to any such Plan. No Plan is covered by Title IV of ERISA or Section 412 of the Internal Revenue Code. Neither the Company, any of its Subsidiaries nor any of their Affiliates has been a contributing employer to any multiemployer plan as defined under Section 4001 of ERISA. Neither the Company, any of its Subsidiaries nor any officer or director of the Company or any of its Subsidiaries has incurred any Liability or penalty under Section 4971 through 4980E of the Code or Title 1 of ERISA. None of the Plans promises or provides retiree medical or other retiree welfare benefits to any person except as required by applicable Law, including but not limited to, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended. Each Plan has been maintained and administered in all material respects in compliance with its terms and with the requirements prescribed by any and all Laws, including but not limited to ERISA and the Internal Revenue Code, which are applicable to such Plans. No Action or Proceeding (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought, or to the best knowledge of the Company, is threatened, against or with respect to any such Plan. All contributions, reserves or premium payments required to be made or accrued...
Plans; ERISA. (a) Except as disclosed on Schedule 2.18, (i) neither the Company nor either Company Subsidiary currently maintains or sponsors, or makes or is required to make contributions to, any Plans, (ii) none of such Company Plans is a "multi-employer plan," as defined in Section 3(37) of ERISA, (iii) none of such Company Plans is a "defined benefit pension plan" within the meaning of Section 3(35) of ERISA, (iv) none of such Company Plans provides post-retirement medical or health benefits (other than COBRA continuation coverage as required by federal law or similar state insurance law), (v) none of such Company Plans is a "welfare benefit fund," as defined in Section 419(e) of the Internal Revenue Code, or an organization described in Sections 501(c)(9) or 501(c)(20) of the Internal Revenue Code, (vi) neither the Company nor either Company Subsidiary is a party to any collective bargaining agreement, and (vii) neither the Company nor either Company Subsidiary has announced or otherwise made any commitment to create or amend any Plan, other than amendments to any qualified retirement plan as needed to retain such plan's qualified status. Notwithstanding any statement or indication in this Agreement to the contrary, there are no Plans (A) as to which Parent will be required to make any contributions or with respect to which Parent shall have any obligation or liability whatsoever, whether on behalf of any of the current employees of the Company or either Company Subsidiary or on behalf of any other person, after the Closing, except contributions or liabilities disclosed on the Companies' Financials with respect to such Plans that Parent continues after the Closing, or (B) which Parent or any Subsidiary will not be able to terminate immediately after the Closing in accordance with their terms and ERISA. With respect to each of such Plans, at the Closing there will be no unrecorded liabilities of the Company or either Company Subsidiary with respect to the establishment, implementation, operation, administration or termination of any such Plan, or the termination of the participation in any such Plan by the Company, either Company Subsidiary or any of their respective ERISA Affiliates. With respect to each Plan currently maintained by the Company or either Company Subsidiary, the Company has delivered to Parent true and complete copies of: (I) each of the Plans and any related funding agreements thereto (including insurance contracts) including all amendments, all of...
Plans; ERISA. 25 2.15 Real Property....................................................................................28
Plans; ERISA. (a) All of the Plans are listed on Schedule 3.11(a) of the Company Disclosure Schedule.
Plans; ERISA. (a) Section 2.13 of the Sellers Disclosure Schedule identifies each Plan sponsored or maintained by Company or any of its ERISA Affiliates or to which Company or any of its ERISA Affiliates contributes.
Plans; ERISA. 29 5.21 INSURANCE, SURETY BONDS, DAMAGES.................................31 5.22 ENVIRONMENTAL LAWS...............................................32 5.23
Plans; ERISA. 21 (a) Existence of Plans..............................................21 (b) Present Value of Benefits.......................................22 (c) Penalties; Reportable Events....................................22 (d) Deficiencies; Qualification.....................................22
Plans; ERISA. (a) The Disclosure Schedule lists all of the Seller’s bonus, deferred or incentive compensation, profit sharing, retirement, vacation, sick leave, hospitalization, health, cafeteria, insurance, disability, stock option, severance plans and policies, employment policies and all “employee pension benefit plans” (as defined in Section 3(2) of ERISA) or “employee welfare benefit plans” (as defined in Section 3(1) of ERISA) (individually, a “Plan” and collectively, the “Plans”) that are or have been sponsored or contributed to by the Seller, or by any trade or business which is or has been treated as a single employer with the Seller under Sections 414(b), (c), (m) or (o) of the Code (an “ERISA Affiliate”), for the benefit of an employee or former employee of the Seller or any ERISA Affiliate.
Plans; ERISA. Section 2.13 of the Company Disclosure Schedule ------------------------------------------------------------- identifies each Plan sponsored or maintained by the Company or any of its ERISA Affiliates or to which the Company or any of its ERISA Affiliates contributes.
Plans; ERISA. (a) Section 2.14(a) of the Target Disclosure Schedule lists each Plan. With respect to each Plan, Target has delivered or made available to Acquiror a true, complete and correct copy of (i) such Plan (or, if not written, a written summary of its material terms) and the most recent summary plan description, if any, related to such Plan, (ii) each trust agreement or other funding arrangement relating to such Plan, if any, (iii) the most recent annual report (Form 5500) filed with the IRS) with respect to such Plan (and, if the most recent annual report is a Form 5500-R, the most recent Form 5500-C filed with respect to such Plan), if such report is required with respect to such Plan, (iv) the most recent actuarial report or financial statement relating to such Plan, if such report or statement is required with respect to such Plan and (v) the most recent determination letter, if any, issued by the IRS with respect to such Plan and any pending request for such a determination letter. Neither Target nor, to Target's knowledge, any other person or entity, has any express or implied commitment, whether legally enforceable or not, to modify, change or terminate any Plan, other than with respect to a modification, change or termination required by ERISA or the Internal Revenue Code.
