Plans; ERISA Sample Clauses
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 of the Company and its ERISA Affiliates are listed on Schedule 3.13(a) of the Company Disclosure Schedule. Any Plan intended to be qualified under Section 401(a) of the Internal Revenue Code or Section 501(a) of the Internal Revenue Code is so qualified and is subject to a current determination letter from the Internal Revenue Service regarding such qualification (or, where there is no determination letter but such Plan is based upon a master and prototype or volume submitter form, the sponsor of such form has received a current advisory opinion as to the form upon which the Company is entitled rely under applicable Internal Revenue Service procedures), which has been provided to Purchaser, and nothing has occurred which has resulted or is likely to result in the revocation of such qualification or which requires or could require action under the compliance resolution programs of the Internal Revenue Service to preserve such qualification. No Plan is covered by Title IV of ERISA or Section 412 of the Internal Revenue Code. Neither the Company nor any of its ERISA Affiliates has been a contributing employer to any multiemployer plan as defined under Section 4001 of ERISA. Neither the Company nor any officer or member of the Company 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 medical or other welfare benefits subsequent to termination of employment to any person except as required by Internal Revenue Code Section 4980B and ERISA Sections 601 to 608 and any similar state laws. Each Plan has been maintained and administered in all respects in compliance with its terms and with the requirements prescribed by any and all Laws, including 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 knowledge of the Company or the Sellers, is threatened against or with respect to any Plan or to the knowledge of the Company or the Sellers any fiduciary or service provider thereof and, to the knowledge of the Company or the Sellers, there is no basis for any such legal action, proceeding or investigation. All reports, returns, forms and notices required to be filed with any Government or Regulatory Authority or furnished to participants or beneficiaries with respect to the Plans, by the Internal Revenue C...
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. An event or condition specified in Section 7.16 or 9.15 hereof shall occur or exist with respect to any Plan and, as a result of such event or condition, together with all other such events or conditions, any Loan Party, any Subsidiary or any member of the Controlled Group shall incur, or in the opinion of Administrative Agent be reasonably likely to incur, a liability to a Plan and/or the PBGC, the Department of Labor or the Internal Revenue Service, which, in the reasonable judgment of Administrative Agent, would have a Material Adverse Effect (or total any specified dollar amount set forth in such Sections); or the occurrence of any Termination Event, or any Loan Party’s failure to report a Termination Event in accordance with Section 9.15 hereof; 10.16 Anti-Money Laundering/International Trade Law Compliance.
Plans; ERISA. 94 10.16 Anti-Money Laundering/International Trade Law Compliance ............................... 94 XI. LENDERS’ RIGHTS AND REMEDIES AFTER DEFAULT ............................................ 94 11.1
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.
(b) Each such Plan is in material compliance with, and has been administered in accordance with, the provisions of ERISA and the Code applicable to such Plan and all other applicable Laws. The Seller has fulfilled its obligations under the minimum funding standards of ERISA and the Code with respect to each such Plan and no accumulated funding deficiency exists with respect to each such Plan. All contributions required to be made with respect to all Plans on or prior to the date hereof have been timely made. None of the Seller, any ERISA Affiliate, any Plan, or, to Seller’s Knowledge, any trust or trustee or administrator thereof has (i) engaged in any transaction prohibited by ERISA or the Code, (ii) breached any fiduciary duty owed by it with respect to the Plans described above, or (iii) failed to file and distribute in a timely manner all reports and information required to be filed or distributed in accordance with ERISA.
(c) Neither the Seller nor any ERISA Affiliate has ever maintained, sponsored, participated in or contributed to, or been obligated to contribute to, nor does the Seller or any such ERISA Affiliate have any liability with respect to, any “employee pension benefit plan” (within the meaning of Section 3(2) of ERISA) which is subject to Part 3 of Subtitle B of Title I of ERISA, Title IV of ERISA or Section 412 of the Code. Neither the Seller nor any ERISA Affiliate has ever contributed to, nor does the Seller or any such ERISA Affiliate have any actual or potential liability with respect to, any “multiemployer pension plan” (within the meaning of Section 3(37) of ERISA).
(d) The Seller has provided to the Buyer, or presented to the Buyer’s representati...
Plans; ERISA. (a) For purposes of this Agreement, the term "Plans" shall mean (i) ----- all "employee benefit plans" (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), of which ----- any of the Company or any member of the same controlled group of businesses as the Company within the meaning of Section 4001(a)(14) of ERISA (an "ERISA ----- Affiliate") is or ever was a sponsor or participating employer or as to which --------- the Company or any of its ERISA Affiliates makes contributions or is or has been required to make contributions, and (ii) any similar employment, severance or other arrangement or policy of any of the Company or any of its ERISA Affiliates (whether written or oral) providing for health, life, vision or dental insurance coverage (including self-insured arrangements), workers' compensation, disability benefits, supplemental unemployment benefits, vacation benefits or retirement benefits, fringe benefits, or for profit sharing, deferred compensation, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits. Except as disclosed on Section 2.13 of the Disclosure Letter, (i) neither the Company nor any of its ERISA Affiliates maintains or sponsors (or ever maintained or sponsored), or makes or is required to make contributions to, any Plans, (ii) none of the Plans is or was a "multi-employer plan", as defined in Section 3(37) of ERISA, (iii) none of the Plans is or was a "defined benefit pension plan" within the meaning of Section 3(35) of ERISA, (iv) none of the Plans provides or provided post-retirement medical or health benefits, other than as required under applicable Laws, (v) none of the Plans is or was a "welfare benefit fund," as defined in Section 419(e) of the Code, or an organization described in Sections 501(c)(9) or 501(c)(20) of the Code, (vi) neither the Company nor any of its ERISA Affiliates is or was a party to any collective bargaining agreement and (vii) neither the Company nor any of its ERISA Affiliates has announced or otherwise made any commitment to create or amend any Plan (other than as required to comply with applicable Laws or to maintain the qualified status of a Plan under Section 401(a) of the Code). Notwithstanding any statement or indication in this Agreement to the contrary, there are no Plans (a) as to which the Parent will be required to make any contributions or with re...
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.
(b) Each Plan has been administered in all material respects in accordance with its terms and all applicable laws, including ERISA and the Internal Revenue Code, and contributions required to be made under the terms of any of the Plans as of the date of this Agreement have been timely made or, if not yet due, have been properly reflected on the Target Financial Statements to the extent required. With respect to the Plans, no event has occurred and there exists no condition or set of circumstances in connection with which Target could be subject to any material liability (other than for routine benefit liabilities) under the terms of, or with respect to, such Plans under ERISA, the Internal Revenue Code or any other applicable Law.
(c) Target hereby represents that: (i) each Plan which is intended to qualify under Section 401(a), 401(k), 401(m) or 4975(e)