Welfare Plans and Pension Plans Sample Clauses

Welfare Plans and Pension Plans. Each Welfare Plan and Pension Plan in which employees of the Company or a Subsidiary located in the U.S. participate is listed in Schedule 5.16 (a) (each, a “Company Plan”), and Aon has made available to Buyer either a true and correct copy of each such plan or a summary plan description used in connection with such plan. With respect to each Welfare Plan and Pension Plan in which employees of the Company or a Subsidiary participate, (i) such plan has been maintained and operated in material compliance with the applicable requirements of the Code, ERISA, the regulations issued thereunder and any other Requirements of Law and (ii) as of the date hereof, no litigation or asserted claims against the Company exist with respect to any such plan (other than claims for benefits in the normal course of business) which would reasonably be expected to result in a material liability to the Company or any Subsidiary. The Company and the Subsidiaries do not have, and have never had, any obligation to contribute to any Multiemployer Plan or union-sponsored welfare fund with respect to its employees located in the U.S. None of the Company, the Subsidiaries or any of their ERISA Affiliates has incurred or would reasonably be expected to incur any material liability under or pursuant to Title IV of ERISA with respect to its employees located in the U.S. Each Company Plan and each Company Employment Agreement that is subject to Section 409A of the Code has been operated in compliance, in all material respects, with Section 409A of the Code.
Sample 1Sample 2
AutoNDA by SimpleDocs
Welfare Plans and Pension Plans. Each Welfare Plan and Pension Plan in which employees of the Companies employed at locations in the United States participate is listed in Schedule 5.16(a) (“Company Plan”), and Aon has made available to Buyer a true and correct copy of each such plan and, if applicable, a summary plan description used in connection with such plan. To the Knowledge of Aon, with respect to each Welfare Plan and Pension Plan in which employees of the Companies participate, (i) such plan has been maintained and operated in compliance in all material respects with the applicable requirements of the Code, ERISA, the regulations issued thereunder and any other Requirements of Law and (ii) as of the date hereof, no litigation or asserted claims against the Companies exist with respect to any such plan (other than claims for benefits in the normal course of business). The Companies do not have, and have never had, any obligation to contribute to any Multiemployer Plan or union-sponsored welfare fund. None of the Companies and any of their ERISA Affiliates has incurred or would reasonably be expected to incur any liability under or pursuant to Title IV of ERISA with respect to its employees employed at locations in the United States that would reasonably be expected to have a Material Adverse Effect.
Sample 1
Welfare Plans and Pension Plans. Each Plan in which (i) at least one employee of the Companies participates or (ii) at least one former employee of the Companies has accrued a benefit for which any of the Companies has an obligation to pay is listed in Schedule 5.16(a), and the Selling Stockholders have made available to the Buyers a true and correct copy, where applicable, of: (i) each such plan document, (ii) any summary plan description used in connection with such plan, (iii) the most recent IRS determination letter and (iv) the Annual Reports (Form 5500 Series) and accompanying schedules, as filed, for the most recently completed three plan years. With respect to each Plan and each Other Benefit Plan (as defined below) listed in Schedule 5.16(a) or Schedule 5.16(b), (i) such plan has been maintained and operated in all material respects in accordance with its terms and in compliance with the applicable requirements of the Code and ERISA and the regulations issued thereunder and other applicable Requirements of Law, and, with respect to a Foreign Plan, in all material respects in accordance with its terms and in compliance with the Requirements of Law applicable to the Foreign Plan and (ii) no material litigation or asserted claims against the Companies exists with respect to any such plan (other than claims for benefits in the normal course of business). Except with respect to the Plans set forth on Schedule 5.16(a) which are identified as Multiemployer Plans, the Companies do not have, and have never had, any obligation to contribute to any Multiemployer Plan. No Multiemployer Plan set forth in Schedule 5.16(a) is, to the Knowledge of the Sellers, in “reorganization” (as defined in Section 4241 of ERISA or other similar legislation applicable to Foreign Plans) or is “insolvent” (as defined in Section 4245 of ERISA). Except with respect to the Plans set forth on Schedule 5.16(a), none of the Companies and any of their ERISA Affiliates has incurred or would reasonably be expected to incur any liability under or pursuant to Title IV of ERISA that would reasonably be expected to result in a material liability to the Companies. Schedule 5.16(a) or Schedule 5.16(b), as applicable, identifies each Plan or each Other Benefit Plan (as defined below) that is sponsored or maintained by any of the Companies (“Company Plan”) and each Plan or each Other Benefit Plan that is not a Company Plan (“Seller Plan”).
Sample 1
Welfare Plans and Pension Plans. Each Welfare Plan and Pension Plan maintained in connection with the Business and in which at least one current or former employee or director of the Company or any of the Subsidiaries participates (other than any Non-U.S. Benefit Arrangement) is listed in Schedule 5.16(a), and Seller has made available to Buyer a true and correct copy of each such plan. Schedule 5.16(a) identifies each such Welfare Plan and Pension Plan that is sponsored or maintained by the Company or any of the Subsidiaries at the Company or Subsidiary level (“Company Plan”) and each such Welfare Plan and Pension Plan that is sponsored or maintained by Seller (“Seller Plan”). With respect to each Welfare Plan and Pension Plan listed in Schedule 5.16(a), (i) such plan has been maintained and operated in compliance in all material respects with its terms and the applicable requirements of the Code and ERISA and the regulations issued thereunder; (ii) there is no material litigation or asserted claim against any such plan or against the Company or any of the Subsidiaries with respect to any such plan, other than claims for benefits in the normal course of business, and to the Knowledge of Seller, no circumstances exist that reasonably could be expected to result in any such litigation or claim; (iii) no such plan is a “multi-employer plan” (as such term is defined in Section 3(37) of ERISA); and (iv) each such plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code has received a determination letter from the Internal Revenue Service that it is so qualified and to the Knowledge of Seller, no circumstances exist that reasonably could be expected to cause such plan to cease being so qualified. 21 (b) Non-U.S. Benefit Arrangements. Each Non-U.S. Benefit Arrangement maintained in connection with the Business or in which at least one employee of the Company or any of the Subsidiaries participates (other than Non-U.S. Benefit Arrangements required by national or state law) is listed in Schedule 5.16(b), and Seller has made available to Buyer a true and correct copy of each such arrangement. Schedule 5.16(b) identifies each Non-U.S. Benefit Arrangement that is sponsored or maintained by the Company or any of the Subsidiaries at the Company or Subsidiary level and each Non-U.S. Benefit Arrangement that is sponsored or maintained by Seller. With respect to each Non-U.S. Benefit Arrangement listed in Schedule 5.16(b), (i) such arrangement has been maintained and oper...
Sample 1
Welfare Plans and Pension Plans. Each Obligor has adopted all Welfare Plans required by Applicable Laws and each of such plans has been maintained and each Obligor is in compliance with such laws in all material respects, including, without limitation, all requirements relating to employee participation, funding, investment of funds, benefits and transactions with the Obligors and persons related to them. Except as disclosed on Schedule 7.1(bb), no Obligor sponsors or maintains or is obliged to contribute to a Pension Plan. With respect to any Pension Plan adopted or to which an Obligor may become obliged to contribute, no failure to remit contributions (other than immaterial amounts) has occurred with respect to any such Pension Plan, that is sufficient to give rise to a Lien under any Applicable Laws of any jurisdiction (other than a Permitted Lien), and no condition exists and no event or transaction has occurred with respect to any such Pension Plan which could result in the incurrence by any Obligor of any material liability, fine or penalty. Each Pension Plan is in compliance in all material respects with all Applicable Laws pertaining to pension benefits and Taxes, (i) all contributions (including employee contributions made by authorized payroll deductions or other withholdings) required to be made to the appropriate funding agency in accordance with all Applicable Laws and the terms of such Pension Plan have been made in accordance with all Applicable Laws and the terms of such Pension Plan, except for amounts which are immaterial, (ii) all liabilities under such Pension Plan are fully funded, on a going concern and solvency basis, in accordance with the terms of the respective Pension Plans, the requirements of Applicable Law in respect of pension benefits and of applicable regulatory authorities and the most recent actuarial report filed with respect to the Pension Plan. No event has occurred and no conditions exist with respect to any such Pension Plan that has resulted or could reasonably be expected to result in such Pension Plan having its registration revoked or refused for the purposes of any Applicable Law in respect of pension benefits or Taxes or being placed under the administration of any relevant pension benefits regulatory authority or being required to pay any Taxes or penalties under any Applicable Law in respect of pension benefits or Taxes.
Sample 1

Related to Welfare Plans and Pension Plans

  • Benefit Plans and Perquisites The Executive shall be entitled throughout the term of this Agreement to participate in any and all officer or employee compensation, bonus, incentive, and benefit plans in effect from time to time, including without limitation plans providing pension, medical, dental, disability, and group life benefits, including the Employer’s 401(k) Plan, and to receive any and all other fringe benefits provided from time to time, provided that the Executive satisfies the eligibility requirements for any such plans or benefits. Without limiting the generality of the foregoing –

  • No Pension Plans Neither the Company nor any current or past ERISA Affiliate has ever maintained, established, sponsored, participated in, or contributed to, any Pension Plans subject to Title IV of ERISA or Section 412 of the Code.

  • Pension Plans Any of the following events shall occur with respect to any Pension Plan:

  • Benefit Plans; ERISA (a) Section 2.09(a) of the Disclosure Schedule contains a true and complete list and description of each of the Benefit Plans and identifies each of the Benefit Plans that is a Qualified Plan and relates to Employees.

  • Retirement and Welfare Plans Executive shall participate in employee retirement and welfare benefit plans made available to the Company’s senior level executives as a group or to its employees generally, as such retirement and welfare plans may be in effect from time to time and subject to the eligibility requirements of the plans. Nothing in this Agreement shall prevent the Company from amending or terminating any retirement, welfare or other employee benefit plans or programs from time to time as the Company deems appropriate.

  • Pension and Welfare Plans During the twelve-consecutive-month period prior to the date of the execution and delivery of this Agreement and prior to the date of any Credit Extension hereunder, no steps have been taken to terminate any Pension Plan, and no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Pension Plan which might result in the incurrence by the Borrower or any member of the Controlled Group of any material liability, fine or penalty. Except as disclosed in Item 6.11 of the Disclosure Schedule, neither the Borrower nor any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

  • Canadian Pension Plans The Loan Parties shall not (a) contribute to or assume an obligation to contribute to any Canadian Defined Benefit Plan, without the prior written consent of the Administrative Agent, or (b) acquire an interest in any Person if such Person sponsors, administers, maintains or contributes to or has any liability in respect of any Canadian Defined Benefit Plan, or at any time in the five-year period preceding such acquisition has sponsored, administered, maintained, or contributed to a Canadian Defined Benefit Plan, without the prior written consent of the Administrative Agent.

  • Benefit Plans and Programs To the extent permitted by applicable law and subject to the terms and eligibility requirements of any such plan or program, Executive will be eligible to participate in all benefit plans and programs, including improvements or modifications of the same, that are maintained by the Company generally for executive employees of the Company, subject to the eligibility requirements and other terms and conditions of those plans and programs. The Company will not, however, by reason of this Section 5(b) be obligated either (1) to institute, maintain, or refrain from changing, amending, or discontinuing any such benefit plan or program, or (2) to provide Executive with all benefits provided to any other person or individual employed by the Company or any of its affiliates.

  • Welfare Plans (a) For all purposes (including purposes of vesting, eligibility to participate and level of benefits) under the employee welfare benefit plans of Buyer and its affiliates providing benefits to any Acquired Employees after the Closing (the “New Welfare Plans” ), each Acquired Employee shall subject to applicable Law and applicable tax qualification requirements be credited with his or her years of service with Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, before the Closing, to the same extent as such Acquired Employee was entitled, before the Closing, to credit for such service under any similar employee benefit plan in which such Acquired Employee participated or was eligible to participate immediately prior to the Closing, provided that the foregoing shall not apply to the extent that its application would result in a duplication of benefits. In addition, and without limiting the generality of the foregoing, (A) each Acquired Employee shall be immediately eligible to participate, without any waiting time, in any and all New Welfare Plans if such Acquired Employee participated immediately before the consummation of the transactions contemplated by this Agreement in a comparable type of welfare benefit plan of a Seller Entity (such plans, collectively, the “Old Plans” ), and (B) for purposes of each New Welfare Plan providing medical, dental, pharmaceutical and/or vision benefits to any Acquired Employee, Buyer, or, as applicable, an Acquired Company, shall cause all pre-existing condition exclusions and actively-at-work requirements of such New Welfare Plan to be waived for such Acquired Employee and his or her covered dependents, unless such conditions would not have been waived under the comparable plans of Knight Ridder or its affiliates, including the Acquired Companies and their Subsidiaries, in which such Acquired Employee participated immediately prior to the Closing and Buyer shall cause any eligible expenses incurred by such employee and his or her covered dependents during the portion of the plan year of the Old Plan ending on the date such employee’s participation in the corresponding New Welfare Plan begins to be taken into account under such New Welfare Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such employee and his or her covered dependents for the applicable plan year as if such amounts had been paid in accordance with such New Welfare Plan.

  • Benefit Plans The Executive shall be entitled to participate in any benefit plans relating to stock options, stock purchases, awards, pension, thrift, profit sharing, life insurance, medical coverage, education, or other retirement or employee benefits available to other senior executive employees of the Company, subject to any restrictions (including waiting periods) specified in such plans.

Time is Money Join Law Insider Premium to draft better contracts faster.