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. (a) All of the Plans of the Company and its ERISA Affiliates, or under which the Company or any ERISA Affiliate has or may reasonably be expected in the future to have any liability, are listed on SCHEDULE 2.14(a). Copies of all such Plans have been furnished to Purchaser, along with annual reports (Forms 5500) required for any Plan for the last three (3) years, summary plan descriptions and any trusts, insurance policies or other funding arrangements. To the extent applicable, each Plan has been maintained and administered, in all material respects, in accordance with its terms and all applicable Laws, including but not limited to the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder ("ERISA") and the Internal Revenue Code. 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 opinion or determination letter from the Internal Revenue Service regarding such qualification, which has been furnished to Purchaser. No Plan, in operation, is in violation of Internal Revenue Code Section 409A. No Plan is covered by Title IV of ERISA or Section 412 of the Internal Revenue Code. Neither the Company nor any of its Affiliates has been a contributing employer to any multiemployer plan as defined under Section 4001 of ERISA. Neither the Company nor any officer or director of the Company has incurred any Liability or penalty under Section 4971 through 4980G of the Internal Revenue 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, Sections 601 to 608 of ERISA and Section 4980B of the Internal Revenue Code. 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, is threatened, against or with respect to any such Plan. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been made or accrued. All reports, returns, forms and notices required to be filed with any Governmental or Regulatory Authority or furnished to participants or beneficiaries with respect to the Plans, by the Internal Revenue Code, ERISA or any other applicable Law, have been so filed and furnished. Neither the C...
Plans; ERISA. 25 2.15 Real Property.................................................26
Plans; ERISA. (a) All of the Plans of the Company and its Affiliates are listed on Schedule 2.14. Copies of all such Plans have been provided to Purchaser, along with annual reports (Forms 5500) filed for any Plan for the last three (3) years. Each Plan has been maintained and administered, in all material respects, in accordance with its terms and all applicable Laws, including but not limited to the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (“ERISA”) and the Internal Revenue Code. 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 opinion or determination letter from the Internal Revenue Service regarding such qualification, which has been provided to Purchaser. No Plan is covered by Title IV of ERISA or Section 412 of the Internal Revenue Code. Neither the Company nor any of its Affiliates has been a contributing employer to any multiemployer plan as defined under Section 4001 of ERISA. Neither the Company nor any officer or director 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 retiree medical or other retiree welfare benefits to any person except as required by applicable Law, including but not limited to, Sections 601 to 608 of ERISA and Section 4980B of the Code. 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 AE, is threatened, against or with respect to any such Plan. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been made or accrued. 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 Code, ERISA or any other applicable Law, have been so filed and furnished. Except as disclosed on Schedule 2.14 or provided in Section 6.10 of this Agreement, neither the Company nor any of its Affiliates is under a legal or contractual obligation to continue any of the Plans and may terminate any or all of the Plans at any time in accordance with the terms of the Plans and applicable Law without incurring any Liability.
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. 34 5.21 INSURANCE, SURETY BONDS, DAMAGES....................................36 5.22 ENVIRONMENTAL LAWS..................................................37 5.23
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. (i) Each ‘employee benefit plan’ (as such term is defined in the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder (‘ERISA’)) of which ABI is a sponsor or participating employer or to which ABI makes or is required to make contributions and each health, life or retirement insurance or benefits plan or arrangement of ABI or to which ABI makes or is required to make contributions (each of the foregoing being a ‘Plan’) has been maintained and administered, in all material respects, in accordance with its terms and all applicable laws, including but not limited to ERISA and the Internal Revenue Code. No Plan is covered by Title IV of ERISA or Section 412 of the Internal Revenue Code. ABI has not been a contributing employer to any multi-employer plan as defined in Section 4001 of ERISA. No action or proceeding (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought, or to the knowledge of ABI or INTX, is threatened, against or with respect to any such Plan. All contributions, reserves or premium payments required to be made or accrued as of the date hereof to the Plans have been made or accrued. 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 Code, ERISA or any other applicable law, have been so filed and furnished. ABI is not under a legal or contractual obligation to continue any of the Plans and may terminate any or all of the Plans at any time in accordance with the terms of the Plans and applicable law without incurring any liability.
