Employee Retirement Income Security Act of 1974. (a) Section 3.12(a) of the Disclosure Schedule sets forth a list of all Plans and Benefit Arrangements maintained by the Company and any of its Subsidiaries (which for purposes of this Section 3.12 will include any ERISA Affiliate with respect to any Plan subject to Title IV of ERISA). As to all such Plans and Benefit Arrangements, and except as disclosed in such Section 3.12(a) of the Disclosure Schedule:
Employee Retirement Income Security Act of 1974. No Reportable Event has occurred and is continuing with respect to any Pension Plan under ERISA, that gives rise to liabilities that materially adversely affect the financial condition or operations of Borrowers.
Employee Retirement Income Security Act of 1974. As of the date hereof, neither the Company nor any Material Subsidiary has failed to satisfy the minimum funding standard within the meaning of Section 302 of the Employee Retirement Income Security Act of 1974, as amended, or has incurred any material liability (which has become due but which has not been paid) to the Pension Benefit Guaranty Corporation established under such Act (or any successor thereto under such Act) in connection with any employee benefit plan established or maintained by the Company or any Material Subsidiary.
Employee Retirement Income Security Act of 1974. The Plan is not subject to any provisions of the Employee Retirement Income Security Act of 1974, as amended. Restrictions on Resale The Plan provides that the award agreement applicable to an Option, SAR, Restricted Stock award or Stock Unit award will provide that, upon receipt of Common Shares, as a result of the exercise of an Option (or any related surrender right) or a SAR or the satisfaction of the conditions for an award of Restricted Stock or Stock Units payable in Common Shares, the participant shall, upon the request of First Financial, hold such Common Shares for investment and not with a view to resale or distribution to the public and, if requested by First Financial, will deliver to the Company a satisfactory written statement to that effect. Other than upon the request of First Financial or as otherwise provided by the Compensation Committee, the Plan does not impose any restrictions on the resale of Common Shares issued under the Plan. Restrictions are imposed by the federal securities laws on the resale of Common Shares acquired under the Plan by persons deemed to be “affiliates” of the Company within the meaning of Rule 405 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Our directors and executive officers are deemed to be affiliates. Any Common Shares held by an affiliate (including Common Shares acquired under the Plan) can only be resold pursuant to a registration statement under the Securities Act in which such affiliate is named as a selling shareholder or in a transaction in compliance with Rule 144 or another exemption under the Securities Act. To the extent applicable, participants in the Plan also must adhere to the Company’s xxxxxxx xxxxxxx policy.
Employee Retirement Income Security Act of 1974. No Reportable Event has occurred and is continuing with respect to any Plan.
Employee Retirement Income Security Act of 1974. (a) ATS (which for purposes of this Section shall include any ERISA Affiliate of ATS) currently sponsors, maintains and contributes only to the Plans and Benefit Arrangements set forth in Section 5.11(a) of the ATS Disclosure Schedule. ATS has delivered or made available to ATC true, complete and correct copies of (i) each Plan and Benefit Arrangement (or, in the case of any unwritten Plans or Benefit Arrangements, reasonable descriptions thereof), (ii) the two most recent annual reports on Form 5500 (including all schedules and attachments thereto) filed with the Internal Revenue Service with respect to each Plan (if any such report was required by Applicable Law), (iii) the most recent summary plan description (or similar document) for each Plan for which such a summary plan description is required by Applicable Law or was otherwise provided to plan participants or beneficiaries, and (iv) each trust agreement and insurance or annuity contract or other funding or financing arrangement relating to any Plan. To the knowledge of ATS, each such Form 5500 and each such summary plan description (or similar document) does not, as of the date hereof, contain any material misstatements. ATS does not contribute to or have an obligation to contribute to, and has not at any time within six (6) years prior to the date of this Agreement contributed to or had an obligation to contribute to, and no Plan listed in Section 5.11(a) of the ATS Disclosure Schedule is, (i) a Multiemployer Plan, or (ii) a Plan subject to Section 412 of the Code, Section 302 of ERISA or Title IV of ERISA. ATS has no actual or potential liability under Title IV of ERISA. ATS does not maintain any Plan that provides for post-retirement medical or life insurance benefits, and ATS does not have any obligation or liability with respect to any such Plan previously maintained by ATS, except as the provisions of COBRA may apply to any former employees of ATS. Except as set forth in Section 5.11(a) of the ATS Disclosure Schedule, as to all Plans and Benefit Arrangements listed in Section 5.11(a) of the ATS Disclosure Schedule:
Employee Retirement Income Security Act of 1974. 6.1 For the purpose of the Employee Retirement Income Security Act of 1974 ("ERISA"), the Corporation will be the named fiduciary (the "Named Fiduciary") and the plan administrator (the "Plan Administrator") of the split-dollar life insurance arrangement created by this Agreement (the "Plan") for which this Agreement is hereby designated the written plan instrument.
Employee Retirement Income Security Act of 1974. (a) Meridian (which for purposes of this Section shall include any ERISA Affiliate) has not been and has not made at any time since its organization any contribution to any Plans and has not sponsored any Plan or Benefit Arrangement except as set forth in Section 3.12(a) of the Meridian Disclosure Schedule. As to all Plans and Benefit Arrangements listed in Section 3.12(a) of the Meridian Disclosure Schedule:
Employee Retirement Income Security Act of 1974. None of the following events has occurred or exists: (i) a failure to fulfill the obligations, if any, under the minimum funding standards of Section 302 of the ERISA, and the regulations and published interpretations thereunder with respect to a Plan (as herein defined), determined without regard to any waiver of such obligations or extension of any amortization period; (ii) an audit or investigation by the IRS, the U.S. Department of Labor, the Pension Benefit Guaranty Corporation or any other federal or state governmental agency or any foreign regulatory agency with respect to the employment or compensation of employees by any of the Company or any of its subsidiaries that could have a Material Adverse Effect; or (iii) any breach of any contractual obligation, or any violation of law or applicable qualification standards, with respect to the employment or compensation of employees by the Company or any of its subsidiaries that could have a Material Adverse Effect. None of the following events has occurred or is reasonably likely to occur: (i) a material increase in the aggregate amount of contributions required to be made to all Plans in the current fiscal year of the Company and its subsidiaries compared to the amount of such contributions made in the most recently completed fiscal year of the Company and its subsidiaries; (ii) a material increase in the “accumulated post-retirement benefit obligations” (within the meaning of Statement of Financial Accounting Standards 106) of the Company and its subsidiaries in the current fiscal year of the Company and its subsidiaries compared to the amount of such obligations in the most recently completed fiscal year of the Company and its subsidiaries; (iii) any event or condition giving rise to a liability under Title IV of ERISA that could have a Material Adverse Effect; or (iv) the filing of a claim by one or more employees or former employees of the Company or any of its subsidiaries related to their employment that could have a Material Adverse Effect. For purposes of this paragraph, the term “Plan” means a plan (within the meaning of Section 3(3) of ERISA) subject to Title IV of ERISA with respect to which the Company or any of its subsidiaries may have any liability.
Employee Retirement Income Security Act of 1974. Each Employee Benefit Plan and, to each Borrower's knowledge, each Multiemployer Plan, is in material compliance with applicable provisions of ERISA and the Code. No ERISA Reportable Event has occurred or, to each Borrower's knowledge, is imminent or likely to occur. No Borrower or ERISA Affiliate has incurred any material liability to the PBGC or any Employee Benefit Plan or Multiemployer Plan on account of any failure to meet the contribution requirements of any such plan, minimum funding requirements or prohibited transactions under ERISA or the Code, termination of a single employer plan, partial or complete withdrawal from a Multiemployer Plan, or the insolvency, reorganization or termination of any Multiemployer Plan, and no event has occurred or conditions exist which present a material risk that any Borrower or ERISA Affiliate will incur any material liability on account of any of the foregoing circumstances. The consummation of the transactions contemplated by this Agreement will not result in any prohibited transaction under ERISA or the Code for which an exemption is not available.
