US Employee Benefit Plans. Schedule 5.11 hereto identifies each Plan as of the Closing Date. No ERISA Event has occurred or is expected to occur with respect to a Plan. Full payment has been made of all amounts that the Borrower and each ERISA Affiliate is required, under applicable Laws or under the governing documents, to have paid as a contribution to or a benefit under each Plan. The liability of the Borrower and each ERISA Affiliate with respect to each Plan has been fully funded based upon reasonable and proper actuarial assumptions, has been fully insured, or has been fully reserved for on its financial statements. No changes have occurred or are expected to occur that would cause a material increase in the cost of providing benefits under any Plan. With respect to each Plan that is intended to be qualified under Code Section 401(a), (a) the Plan and any associated trust operationally comply with the applicable requirements of Code Section 401(a); (b) the Plan and any associated trust have been amended to comply with all such requirements as currently in effect, other than those requirements for which a retroactive amendment can be made within the “remedial amendment period” available under Code Section 401(b) (as extended under Treasury Regulations and other Treasury pronouncements upon which taxpayers may rely); (c) the Plan and any associated trust have received a favorable determination letter or opinion letter from the IRS stating that the Plan qualifies under Code Section 401(a), that the associated trust qualifies under Code Section 501(a) and, if applicable, that any cash or deferred arrangement under the Plan qualifies under Code Section 401(k), unless the Plan was first adopted at a time for which the above-described “remedial amendment period” has not yet expired; (d) the Plan currently satisfies the requirements of Code Section 410(b), subject to any retroactive amendment that may be made within the above-described “remedial amendment period”; and (e) no contribution made to the Plan is subject to an excise tax under Code Section 4972. With respect to any Pension Plan, the “accumulated benefit obligation” of the Borrower or any ERISA Affiliate with respect to the Pension Plan (as determined in accordance with Statement of Accounting Standards No. 87, “Employers’ Accounting for Pensions”) does not exceed the fair market value of Pension Plan assets. Neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Se...
US Employee Benefit Plans. Section 3.13 of the Disclosure Schedule lists (a) (i) all employee benefit plans (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), (ii) all other retirement or deferred compensation plans, incentive compensation plans, stock plans, unemployment compensation plans, vacation pay, severance pay, bonus or benefit arrangements, insurance or hospitalization programs and (iii) all other fringe benefit arrangements, in the case of each of (ii) and (iii), for any current or former employee, director, consultant or agent, whether pursuant to contract, arrangement, custom or informal understanding, which does not constitute an employee benefit plan and which provides benefits to employees in the U.S. or which is subject to U.S. law and (b) all employment (excluding offer letters to at-will employees) or consulting agreements, which relate to or cover employees of the Business or with respect to which the Business has any liability or contingent liability (the "Benefit Plans"). The Investor has been supplied to the extent applicable true and complete copies of all Benefit Plans and all contracts relating thereto, or to the funding thereof, including, without limitation, all trust agreements, insurance contracts, administration contracts, investment management agreements, subscription and participation agreements, and recordkeeping agreements, each as in effect on the date hereof. In the case of any Benefit Plan which is not in written form, the Investor has been supplied with an accurate description of such Benefit Plan as in effect on the date hereof.
US Employee Benefit Plans. (i) Teleglobe has listed in Section 3.2(s) of the Teleglobe Disclosure Schedule all employee benefit plans (as defined in Section 3(3) of ERISA) and all bonus, stock option, stock purchase, incentive, deferred compensation, supplemental retirement, severance and other similar US employee benefit plans, and all unexpired severance agreements, written or otherwise, for the benefit of, or relating to, any current or former US employee of Teleglobe or any trade or business (whether or not incorporated) which is a member or which is under common control with Teleglobe within the meaning of Section 414 of the Code, or any Subsidiary of Teleglobe (together, the "US Teleglobe Employee Plans").
US Employee Benefit Plans. (a) As at the date of this Agreement no US Obligor has a "multiemployer plan" (as defined in the definition of Employee Benefit Plan) and no Employee Benefit Plan of any US Obligor is subject to Title IV of ERISA.
US Employee Benefit Plans. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and other United States federal and state laws. Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Internal Revenue Code has received a favourable determination letter from the IRS to the effect that the form of such Plan is qualified under Section 401(a) of the Internal Revenue Code and the trust related thereto has been determined by the IRS to be exempt from US federal income tax under Section 501(a) of the Internal Revenue Code, or an application for such a letter is currently being processed by the IRS. To the best of its knowledge and belief, nothing has occurred that would prevent or cause the loss of such tax-qualified status.
US Employee Benefit Plans. Except as otherwise indicated below, prior to the Closing Date, OMG shall take, or cause to be taken, the following actions with respect to the employee benefit plans maintained by DMC2 Degussa Metals Catalysts Cerdec Corporation (“DMC2 Corp”);
US Employee Benefit Plans. Schedule 4 13 (b) lists each Employee Benefit Plan that Sellers, SGS, Mozaic and the Subsidiaries of Mozaic maintain for the benefit of Business Employees in the U.S. or to which SGS, Mozaic and the Subsidiaries of Mozaic contribute for the benefit of Business Employees in the U.S. or in which their Business Employees participate (individually, each an “US Employee Benefit Plan” and collectively the “US Employee Benefit Plans”). Except as set forth on Schedule 4.13(b), with regard to each US Employee Benefit Plan:
US Employee Benefit Plans. Except as are not reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, and except for any liability with respect to the Worldspan US Plans, at no time for which any relevant statute of limitations remains open:
US Employee Benefit Plans. (a) The Company Disclosure Letter sets forth a complete and correct list of (i) all employee benefit plans, as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) all Company Benefit Arrangements, (iii) all employee benefit plans for which the Company or any Company Subsidiary could incur liability under Section 4069 of ERISA in the event such plan has been or were to be terminated and (iv) all plans in respect of which the Company or any Company Subsidiary could incur liability under Section 4212(c) of ERISA, in each case that are maintained, contributed to or sponsored by the Company or any Company Subsidiary on behalf of current or former directors, officers, consultants or employees of the Company or any Company Subsidiary that are governed by United States law (collectively, the “U.S. Company Benefit Plans”).
US Employee Benefit Plans. (a) The Disclosure Letter contains a complete list of all "employee pension benefit plans" as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") (including Multiemployer Plans) ("Pension Benefit Plans"), "welfare benefit plans" as defined in Section 3(1) of ERISA ("Welfare Plans"), or stock bonus, stock option, restricted stock, stock appreciation right, stock purchase, bonus, incentive, deferred compensation, severance, or vacation plans, or any other employee benefit plan, program, policy or arrangement maintained or contributed to by the Company or any of its ERISA Affiliates or to which the Company or any of its ERISA Affiliates, contributes or is obligated to make payments thereunder or otherwise may have any liability (including Multiemployer Plans) (collectively, the "Employee Benefit Plans"). For purposes of this Section, (a) the term "
