DISCLOSED PLANS Sample Clauses

The "Disclosed Plans" clause defines which plans, drawings, or specifications have been shared between the parties as part of their agreement. Typically, it lists or references the specific documents that have been provided, ensuring both parties are aware of the exact materials under consideration. This clause is essential for establishing a clear record of what information has been exchanged, thereby preventing disputes over whether certain plans were disclosed or relied upon during the contract's execution.
DISCLOSED PLANS. With respect to each Designated Plan, the Company has delivered to Parent, as applicable, true and complete copies of (A) all written documents comprising such Plan or each Benefit Arrangement (including amendments and individual agreements relating thereto), (B) the trust, group annuity contract or other document that provides for the funding of the Designated Plan or the payment of Designated Plan benefits, (C) the three most recent annual Form 5500, 990 and 1041 reports (including all schedules thereto) filed with respect to the Designated Plan, (D) the most recent actuarial report, valuation statement or other financial statement, (E) the most recent Internal Revenue Service ("IRS") determination letter and all rulings or determinations requested from the IRS after the date of that determination letter, (F) the summary plan description currently in effect and all material modifications thereto, and (G) all other correspondence from the IRS or Department of Labor received that relate to one or more of the Designated Plans with respect to any matter, audit or inquiry that is still pending. All information provided by the Company and its Subsidiaries to the individuals who prepared any such financial statements was true, correct and complete in all material respects. Each financial or other report delivered to Parent pursuant hereto is accurate in all material respects, and there has been no material adverse change in the financial status of any Designated Plan since the date of the most recent report provided with respect thereto.
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DISCLOSED PLANS. With respect to any such Employee Benefit Plans disclosed, the Company has made all contributions thereto which have accrued on its financial statements and other books and records as a liability and the Company has delivered to the Buyer copies of (1) all documents governing such Plans, and all amendments thereto, (2) all reports filed by the Company or Plan officials with respect to such Plans with the United States Department of Labor, the IRS and any other federal or state regulatory agency, (3) all summary plan descriptions, notices and other reporting and disclosure material furnished to participants in any of such Plans, (4) all actuarial, accounting and financial reports prepared with respect to any of such Plans, and (5) all currently effective IRS ruling or determination letters on any of such Plans; however, the Company has not made a contribution to the Durango & Silverton Narrow Gauge Railroad Company Pension Plan for the current plan year that began January 1, 1997. To the extent required contributions, along with accrued interest and penalties thereon are payable in connection with such plan, such amounts shall be the paid by the Shareholder.
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DISCLOSED PLANS. With respect to any such Employee Benefit Plans disclosed, each of the Companies has made all contributions thereto which they have accrued on their financial statements and other books and records as a liability or which any of them is obligated to make prior to the date hereof, and the Companies have delivered to the Buyer copies of (i) all documents governing such Plans, and all amendments thereto, (ii) all reports filed by the Companies or Plan officials with respect to such Plans with the United States Department of Labor, the IRS and any other federal or state regulatory agency, (iii) all summary plan descriptions, notices and other reporting and disclosure material furnished to participants in any of such Plans, (iv) all actuarial, accounting and financial reports prepared with respect to any of such Plans, and (v) all currently effective IRS ruling or determination letters on any of such Plans.
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DISCLOSED PLANS. With respect to any such Employee Benefit Plans disclosed, the Company has made all contributions thereto which it has accrued on its financial statements and other books and records as a liability and the Company has delivered to the Buyer copies of (1) all documents
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Related to DISCLOSED PLANS

  • Company Plans Section 5.10(a)........................................23 Company...................................................

  • SEC Documents; Undisclosed Liabilities The Company (and its subsidiaries that were previously publicly traded) have timely filed all required reports, schedules, forms, statements and other documents (including exhibits and all other information incorporated therein) with the SEC since October 9, 1999 (together with the Company's Registration Statement on Form S-1 (Registration No. 333-72883), the "Company SEC Documents"). As of their respective dates, the Company SEC Documents complied in all material respects with the requirements of the Securities Act of 1933 (the "Securities Act") or the Exchange Act, as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Company SEC Documents, and none of the Company SEC Documents when filed contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Except to the extent that information contained in any Company SEC Document has been revised, updated or supplemented by a later filed Company SEC Document, none of the Company SEC Documents contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents comply as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto (the "Accounting Rules"), have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal recurring year-end audit adjustments and except for restructuring and related adjustments as disclosed on Section 3.05 of the Company Disclosure Schedule). Except (i) as reflected in the most recent financial statements contained in the Company SEC Documents or in the notes thereto, (ii) for liabilities that have been incurred by the Company and its subsidiaries since June 30, 2001, in the ordinary course of business and consistent with past practice, (iii) for liabilities that do not and would not reasonably be expected to have a Material Adverse Effect on the Company, (iv) for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, or (v) liabilities described in Section 3.05 of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries has any liabilities (whether accrued, absolute, contingent or otherwise).

  • Company SEC Documents; Undisclosed Liabilities (a) The Company has filed with or furnished to the SEC, on a timely basis, all registration statements, reports, proxy statements and other documents with the SEC required to be filed or furnished since October 31, 2013 (collectively, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, as such statements, reports and documents may have been amended since the date of their filing, the “Company SEC Documents”). As of their respective effective dates (in the case of Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective filing dates (in the case of all other Company SEC Documents), or in the case of amendments thereto, as of the date of the last such amendment (but only amendments prior to the date of this Agreement in the case of any Company SEC Document with a filing or effective date prior to the date of this Agreement), the Company SEC Documents complied in all material respects with the requirements of the Exchange Act, the Securities Act or the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), as the case may be, and the rules and regulations of the SEC promulgated thereunder, applicable to such Company SEC Documents, and none of the Company SEC Documents as of such respective dates (or, if amended, the date of the filing of such amendment, with respect to the disclosures that are amended) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) Except to the extent updated, amended, restated or corrected by a subsequent Company SEC Document (but only amendments, restatements or corrections prior to the date of this Agreement in the case of any Company SEC Document with a filing or effective date prior to the date of this Agreement), as of their respective dates of filing with the SEC, the consolidated financial statements of the Company included in the Company SEC Documents (i) complied as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC), (ii) have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except (A) as may be indicated in the notes thereto or (B) as permitted by Regulation S-X) and (iii) present fairly, in all material respects, the consolidated financial position of the Company and its Subsidiaries, and the consolidated results of their operations and cash flows, as of each of the dates and for the periods shown, as applicable, in conformity with GAAP. (c) The Company has established and maintains disclosure controls and procedures and internal control over financial reporting (as such terms are defined in paragraphs (e) and (f), respectively, of Rule 13a-15 under the Exchange Act) as required by Rule 13a-15 under the Exchange Act. The Company’s disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company in the reports that it files or furnishes under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that all such material information is accumulated and communicated to the Company’s management as appropriate to allow timely decisions regarding required disclosure and to make the certifications required pursuant to Sections 302 and 906 of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (d) Neither the Company nor any of its Subsidiaries has any liabilities which would be required to be reflected or reserved against on a consolidated balance sheet of the Company prepared in accordance with GAAP or the notes thereto, except for liabilities (i) reflected or reserved against on the balance sheet of the Company and its Subsidiaries as of July 31, 2015 (the “Balance Sheet Date”) (including the notes thereto) included in the Company SEC Documents, (ii) incurred after the Balance Sheet Date in the ordinary course of business, (iii) as contemplated by this Agreement or otherwise arising in connection with the Transactions or (iv) as would not reasonably be expected to have a Company Material Adverse Effect. (e) All filings (other than immaterial filings) required to be made by the Company or any of its Subsidiaries since January 1, 2014 under applicable state Laws specifically governing the regulation of public utilities have, to the Knowledge of the Company, been filed with the applicable state public utility commissions (including, to the extent required, the North Carolina Utilities Commission (“NCUC”), the South Carolina Public Service Commission and the Tennessee Regulatory Authority as the case may be, including all forms, statements, reports, agreements (oral or written) and all documents, exhibits, amendments and supplements appertaining thereto (collectively, “Regulatory Filings”)), and all such Regulatory Filings complied, in all material respects, as of their respective dates, with all applicable requirements of the applicable statute and the rules and regulations thereunder, except for Regulatory Filings the failure of which to make or the failure of which to make in compliance with all applicable requirements of the applicable statute and the rules and regulations thereunder have not had and would not reasonably be expected to have a Company Material Adverse Effect.

  • Benefit Plans (a) At the Effective Time, Mutual First or a Mutual First Subsidiary shall be substituted for ▇▇▇▇▇▇ or a ▇▇▇▇▇▇ Subsidiary as the sponsoring employer under those benefit and welfare plans with respect to which ▇▇▇▇▇▇ or any of its Subsidiaries is a sponsoring employer immediately prior to the Effective Time, and shall assume and be vested with all of the powers, rights, duties, obligations and liabilities previously vested in ▇▇▇▇▇▇ or its Subsidiary with respect to each such plan. Except as expressly contemplated by a separate agreement entered into by ▇▇▇▇▇▇ and Mutual First on the date hereof, each such plan shall be continued in effect by Mutual First or any applicable Mutual First Subsidiary after the Effective Time without a termination or discontinuance thereof as a result of the Company Merger or the Bank Merger, subject to the power reserved to Mutual First or any applicable Mutual First Subsidiary under each such plan to subsequently amend or terminate the plan, which amendments or terminations shall comply with applicable law. ▇▇▇▇▇▇, each ▇▇▇▇▇▇ Subsidiary, and Mutual First will use all reasonable efforts (i) to effect said substitutions and assumptions, and such other actions contemplated under this Agreement, and (ii) to amend such plans as to the extent necessary to provide for said substitutions and assumptions, and such other actions contemplated under this Agreement. (b) At or as promptly as practicable after the Effective Time as Mutual First shall reasonably determine, Mutual First shall provide, or cause a Mutual First Subsidiary to provide, to each full time employee of ▇▇▇▇▇▇, and its wholly-owned Subsidiaries as of the Effective Time ("▇▇▇▇▇▇ Employees") the opportunity to participate in each employee benefit and welfare plan maintained by Mutual First or a Mutual First Subsidiary, whichever is applicable, for similarly-situated employees provided that with respect to such plans maintained by Mutual First or a Mutual First Subsidiary, whichever is applicable, ▇▇▇▇▇▇ Employees shall be given credit for service recognized under the corresponding plan of ▇▇▇▇▇▇ and its Subsidiaries in determining participation in, eligibility for and vesting in benefits thereunder, and only with respect to severance and vacation plans, accrual of benefits; provided further that ▇▇▇▇▇▇ Employees shall not be subject to any waiting periods or pre-existing condition exclusions under the group health plan of Mutual First or any applicable Mutual First Subsidiary to the extent that such periods are longer or restrictions impose a greater limitation than the periods or limitations imposed under the applicable ▇▇▇▇▇▇ group health plan; and provided further that to the extent that the initial period of coverage for ▇▇▇▇▇▇ Employees under any plan of Mutual First or a Mutual First Subsidiary, whichever is applicable, that is an "employee welfare benefit plan" as defined in Section 3(1) of ERISA is not a full 12- month period of coverage, ▇▇▇▇▇▇ Employees shall be given credit under the applicable welfare plan for any deductibles and co-insurance payments made by such ▇▇▇▇▇▇ Employees under the corresponding ▇▇▇▇▇▇ welfare plan during the balance of such 12- month period of coverage. Nothing in the preceding sentence shall obligate Mutual First or any Mutual First Subsidiary to provide or cause to be provided any benefits duplicative to those provided under any ▇▇▇▇▇▇ benefit or welfare plan continued pursuant to subparagraph (a) above, including, but not limited to, extending participation in any plan which is an "employee pension benefit plan" under ERISA relative to any period of time with respect to which allocations are made to ▇▇▇▇▇▇ Employees under any employee pension benefit plan maintained or sponsored by ▇▇▇▇▇▇ or a Marion Subsidiary. Except as otherwise provided in this Agreement, the power of Mutual First or any Mutual First Subsidiary to amend or terminate any benefit or welfare plans of ▇▇▇▇▇▇ and its Subsidiaries shall not be altered or affected. Moreover, this subsection 6.13(b) shall not confer upon any ▇▇▇▇▇▇ Employee any rights or remedies hereunder and shall not constitute a contract of employment or create any rights, to be retained or otherwise, in employment at Mutual First or any Mutual First Subsidiary. (c) Any separate agreement entered into by ▇▇▇▇▇▇ and Mutual First on the date hereof relating to employee or other benefits is incorporated herein by reference and shall be deemed a part of this Agreement.

  • ERISA Plans Any one or more of the following events occurs with respect to a Plan of the Borrower subject to Title IV of ERISA, provided such event or events could reasonably be expected, in the judgment of the Bank, to subject the Borrower to any tax, penalty or liability (or any combination of the foregoing) which, in the aggregate, could have a material adverse effect on the financial condition of the Borrower: (a) A reportable event shall occur under Section 4043(c) of ERISA with respect to a Plan. (b) Any Plan termination (or commencement of proceedings to terminate a Plan) or the full or partial withdrawal from a Plan by the Borrower or any ERISA Affiliate.