Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 3 contracts
Sources: Merger Agreement (Niku Corp), Agreement and Plan of Reorganization (Niku Corp), Agreement and Plan of Reorganization (Niku Corp)
Documents. The Company Saturn has provided or made available to Parent (i) Nova correct and complete copies of of: (i) all documents embodying or relating to each Company Saturn Employee Plan and each Saturn Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Saturn Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Saturn Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Saturn Employee Plan or related trustPlan; (iv) if the Company Saturn Employee Plan is funded, the most recent annual and periodic accounting of Company Saturn Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Saturn Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Saturn Employee or Saturn Employees relating to any Company Saturn Employee Plan and any proposed Company Saturn Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanySaturn; (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Saturn Employee Plan; (xix) all model COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Saturn Employee Plan for the most recent plan yearPlan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Saturn Employee Plan.. Neither Saturn or any Saturn ERISA Affiliate has any plan or commitment to establish any new Saturn Employee Plan or Saturn Employee Agreement, to modify any Saturn Employee Plan or Saturn Employee Agreement (except to the extent required by law or to conform any such Saturn Employee Plan or Saturn Employee Agreement to the requirements of any applicable law, in each case as previously disclosed to Nova in writing, or as required by this Agreement), or to adopt or enter into any Saturn Employee Plan or Saturn Employee Agreement
Appears in 3 contracts
Sources: Merger Agreement (Scansoft Inc), Merger Agreement (Scansoft Inc), Merger Agreement (Nuance Communications)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Benefit Plan and each Company Employee Plan and each Employee Agreement including, without limitation, required to be disclosed pursuant to Section 2.12(b) above including all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each such Company Benefit Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Benefit Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustBenefit Plan; (iv) if the any Company Employee Benefit Plan is funded, the most recent annual and periodic accounting of Company Employee Benefit Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Benefit Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Planletters; (vii) all material written agreements and contracts relating communications to each any Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Company Employees relating to any Company Employee Benefit Plan and any proposed Company Employee Benefit Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any liability material liability to the CompanyCompany and its Subsidiaries, taken as a whole; (ixviii) all material correspondence to or from any governmental agency relating to any Company Employee Benefit Plan; and (xix) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all three most recent plan years’ discrimination tests for each Company Employee Benefit Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Planwhich such tests are required.
Appears in 3 contracts
Sources: Merger Agreement (Divx Inc), Merger Agreement (Sonic Solutions/Ca/), Merger Agreement (Divx Inc)
Documents. The Company has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all samples of standard COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all the three (3) most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/), Agreement and Plan of Reorganization (Digitalthink Inc)
Documents. The Company Seller has provided or made available to Parent (i) Buyer correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related contracts, agreements and trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanySeller; (ixviii) all material correspondence to or from any governmental agency relating to any Company Seller Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 3 contracts
Sources: Asset Purchase Agreement (Sirenza Microdevices Inc), Asset Purchase Agreement (Sirenza Microdevices Inc), Asset Purchase Agreement (Vari L Co Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto, or otherwise), if any, required under ERISA ERISA, the IRC or the Code other applicable law in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Planletters; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all or oral communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all model COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 3 contracts
Sources: Merger Agreement (Sybase Inc), Merger Agreement (Extended Systems Inc), Merger Agreement (Sybase Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) any applicable summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (vii) all material written agreements and contracts relating to each Company Employee Plan or its related trust; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlans or any Employee's participation thereunder, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to Company or from any governmental agency relating to any the Company Employee Plan; (xix) all the most recent COBRA forms and related notices; (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) all 401(k) discrimination tests tests, if any, for each Company Employee Plan for the most recent plan year; and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prospectuses, if any, prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Red Hat Inc), Agreement and Plan of Reorganization (Concord Communications Inc)
Documents. The Company has provided or made available delivered to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingPlan, without limitation, including all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or the Code Code, or any similar Laws of other jurisdictions applicable to the Company in connection with each Company Employee Plan or related trust; (iv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company relating to Company Employee Plans and copies of all applications and correspondence (including specifically any correspondence regarding actual or potential audits or investigations) to or from the IRS, DOL United States Department of Labor (“DOL” or any other governmental agency Governmental Entity with respect to any Company Employee Plan; , (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited toincluding fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the CompanyCompany and which are not reflected in the current summary plan description and plan document; (ix) all correspondence to or from any governmental agency material forms and notices relating to any Company Employee Planthe provision of post-employment continuation of health coverage; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) all discrimination tests and qualification tests, if any, for each Company Employee Plan for the most recent plan year; and (xiiixii) all registration statements, annual reports (Form 11-K or any similar form required under the Laws of other jurisdictions applicable to the Company and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (Marchex Inc), Merger Agreement (Marchex Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (Avantgo Inc), Merger Agreement (Avantgo Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all material documents embodying or relating to each Company Employee Plan, International Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three two (2) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Planletters; (vii) all material written agreements and contracts relating to each Company Employee Plan, International Employee Plan and Employee Agreement, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts, if any; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all material COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the three (3) most recent plan yearyears; and (xiii) all registration statements, annual reports (Form 1110-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Sanmina Corp/De), Agreement and Plan of Reorganization (Sci Systems Inc)
Documents. The Company has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Infospace Com Inc), Agreement and Plan of Reorganization (Infospace Com Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, other than legally-mandated plans, programs and arrangements and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan or any International Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years' discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; (xii) any licenses or permits held by Company which enable it to employ foreign employees or employees from "territories" currently administered by Israel; and (xiii) any pamphlet, booklet or other employee manual distributed to employees of Company which discuss Company Employee Plans.
Appears in 2 contracts
Sources: Merger Agreement (Precise Software Solutions LTD), Merger Agreement (Veritas Software Corp /De/)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each the Company Employee Plan and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each the Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each the Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of the Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each the Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any the Company Employee Plan and any proposed the Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any the Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each the Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (Xfone Inc), Merger Agreement (Xfone Inc)
Documents. The Company has provided furnished or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, and each Employee Employment Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuationsvaluations and annual and periodic accounting, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (IRS Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viv) all the most recent IRS determination, opinion, notification and advisory letters and rulings relating determination or opinion letter issued with respect to each Company Employee Plans Plan, if applicable, and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (viivi) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material documents provided to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan, where applicable; (x) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts and group annuity contracts; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (Reptron Electronics Inc), Merger Agreement (Kimball International Inc)
Documents. The Company Target has provided or made available to Parent Acquiror (i) current, correct and complete copies of all documents embodying or relating to each Company Target Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; (or a summary of any oral Target Employee Plan), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Target Employee Plan or related trust; Plan, (iviii) if the Company Target Employee Plan is funded, the most recent annual and periodic accounting of Company Target Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Target Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Target Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) each affirmative action plan, if applicable, (vii) all communications material to any Employee employee or Employees employees relating to any Company Target Employee Plan and any proposed Company Target Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Target or any of its Subsidiaries, (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Target Employee Plan; , (x) all COBRA forms and related notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Target Employee Plan; , (xiix) all discrimination tests for each Company Target Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Target Employee Plan, to the extent applicable, (xii) all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA, (xiii) the most recent IRS determination or opinion letter issued with respect to each Target Employee Plan and (ivx) all rulings or notices issued by a Governmental Entity with respect to each Target Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (INPHI Corp), Agreement and Plan of Merger (INPHI Corp)
Documents. The Company has provided or made available and each of its Subsidiaries have Made Available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee Employee/Service Provider or Employees Employees/Service Providers relating to any Company Employee Plan and or any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would could result in any material liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xviii) all forms of COBRA forms notices and related notices; outsourcing contracts, (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) forms of HIPAA Privacy Notices and forms of Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (Micron Technology Inc), Merger Agreement (Lexar Media Inc)
Documents. The Company LLC and each of its subsidiaries has provided or made available to Parent Buyer (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan and each Employee Agreement includingContract, without limitation, including all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereof; policies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; , (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plan; such application or letter, (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company; LLC, (ixviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) all COBRA forms and related notices; notices (xior such forms and notices as required under comparable law), (x) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan year; Plan, and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Sources: Membership Interests and Asset Purchase Agreement, Membership Interest and Asset Purchase Agreement (Catalytica Energy Systems Inc)
Documents. The Company has Sellers have provided or made available to Parent Buyer: (i) correct and complete copies of all material documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and written interpretations thereof and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; report (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan, as applicable; (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee PlanPlan that is subject to such requirements; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCompany or its Subsidiary; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) all COBRA forms and related notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan yearyears; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, as applicable; and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, as applicable.
Appears in 2 contracts
Sources: Membership Interest Purchase Agreement (Union Street Acquisition Corp.), Membership Interest Purchase Agreement (Union Street Acquisition Corp.)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all material documents embodying or relating to each Company Employee Plan and each Employee Employment Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuationsvaluations and annual and periodic accounting, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viv) all the most recent IRS determination, opinion, notification and advisory letters and rulings relating determination or opinion letter issued with respect to each Company Employee Plans Plan, if applicable, and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company; (ixvii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; (xviii) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan, where applicable; (x) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts and group annuity contracts; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto, if applicable to be filed) and prospectuses prepared in connection with each Company Employee Plan, as applicable.
Appears in 2 contracts
Sources: Merger Agreement (Tanox Inc), Merger Agreement (Genentech Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (Loudeye Corp), Merger Agreement (Xicor Inc)
Documents. The Company and each of the Subsidiaries has provided or made available to Parent Made Available (i) correct and complete copies of all material documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all material amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viiivi) all material communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any material amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any Subsidiary, (ixvii) all correspondence and/or notifications to or from any governmental agency or administrative service relating to any Company Employee Plan; , (x) all COBRA forms and related notices; (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; years, and (xiiixii) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company or any Subsidiary, no verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp), Agreement and Plan of Reorganization (GOOD TECHNOLOGY Corp)
Documents. The Company Apex has provided or made available to Parent Cybex: (i) correct and complete copies of all documents embodying or relating to each Company Apex Employee Plan Plan, Apex International Employee Plan, and each Employee Apex Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Apex Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Apex Employee Plan or related trustPlan; (iv) if the Company Apex Employee Plan is funded, the most recent annual and periodic accounting of Company Apex Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Apex Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Apex Employee or Apex Employees relating to any Company Apex Employee Plan and any proposed Company Apex Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyApex; (ixviii) all correspondence to or from any governmental agency relating to any Company Apex Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Apex Employee Plan for the most recent plan yearPlan, if applicable; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Apex Employee Plan.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Cybex Computer Products Corp), Agreement and Plan of Reorganization (Apex Inc)
Documents. The Company and each of the Subsidiaries has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; all related management, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including existing administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixvi) all correspondence and/or notifications in the three year period preceding the date of this Agreement to or from any governmental agency or administrative service relating to any Company Employee Plan; , (x) all COBRA forms and related notices; (xivii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiviii) all discrimination tests for each Company Employee Plan for the three most recent plan year; years, and (xiiiix) all registration statementsthe most recent IRS or equivalent non-U.S. Tax authority determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company, no verbal promises or representations have been made to any Employees to materially increase their compensation or to continue their employment for any specific duration.
Appears in 2 contracts
Sources: Merger Agreement (FireEye, Inc.), Merger Agreement (FireEye, Inc.)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports report (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary or summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material materials provided to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any material liability to the CompanyCompany or any ERISA Affiliate under any Company Employee Plan; (ixvii) all IRS determination, opinion, notification and advisory letters, and all applications and material correspondence to or from the IRS or the DOL with respect to any such application or letter; (viii) all material correspondence to or from any governmental agency in the last three (3) years relating to any Company Employee Plan; (ix) the three (3) most recent plan years discrimination tests for each Company Employee Plan for which such test is required; (x) all COBRA forms and related noticesinvoices; and (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; employee manuals and (xiii) all registration handbooks, policy statements, annual reports (Form 11-K and all attachments thereto) other material relating to the employment of the current and prospectuses prepared in connection with each Company Employee Planformer Employees.
Appears in 2 contracts
Sources: Merger Agreement (Volcano Corp), Merger Agreement (Volcano Corp)
Documents. The Company has provided or made available to Parent (i) or will provide Parent before the Effective Time, correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to determination or from the IRS, DOL or any other governmental agency with respect to any Company Employee Planopinion letters; (vii) all currently applicable material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyPlan; (ixviii) all currently applicable material correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all current model COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (Accord Networks LTD), Merger Agreement (Polycom Inc)
Documents. The Company has provided or made available to Parent (upon request) a complete and accurate copy of: (i) correct and complete copies of all documents embodying or relating to setting forth the terms of each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement (including, without limitation, all amendments thereto, thereto and all related trust documents documents), administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three two (2) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of the Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters received by the Company and rulings relating to the Company Employee Plans Plans, and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each communications by the Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law) with respect to current or former employees eligible for COBRA benefits as of the date hereof; (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of two (2) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (Synopsys Inc), Merger Agreement (Insilicon Corp)
Documents. The Company ANI has provided or made available to Parent (i) Occam correct and complete copies of of: (i) all documents embodying or relating to each Company ANI Employee Plan and each Employee ANI Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company ANI Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company ANI Employee Plan or related trustPlan; (iv) if the Company ANI Employee Plan is funded, the most recent annual and periodic accounting of Company ANI Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company ANI Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company ANI Employee Plan and any proposed Company ANI Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyANI; (ixviii) all correspondence to or from any governmental agency relating to any Company ANI Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company ANI Employee Plan for the most recent plan yearPlan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company ANI Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (Occam Networks Inc), Merger Agreement (Accelerated Networks Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; report (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (x) all COBRA forms and related notices; (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiix) all discrimination tests for each Company Employee Plan for the most recent plan year; , and (xiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (FOTV Media Networks Inc.)
Documents. The Company Occam has provided or made available to Parent (i) ANI correct and complete copies of of: (i) all documents embodying or relating to each Company Occam Employee Plan Plan, and each Employee Occam Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Occam Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Occam Employee Plan or related trustPlan; (iv) if the Company Occam Employee Plan is funded, the most recent annual and periodic accounting of Company Occam Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Occam Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Occam Employee Plan and any proposed Company Occam Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyOccam; (ixviii) all correspondence to or from any governmental agency relating to any Company Occam Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Occam Employee Plan for the most recent plan yearPlan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Occam Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (Occam Networks Inc), Merger Agreement (Accelerated Networks Inc)
Documents. The Company and each ERISA Affiliate has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules schedules, audit reports and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination nondiscrimination tests and related reports and summaries for each Company Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) all HIPAA privacy notices and all business associate agreements to the extent required under HIPAA, (xiii) all form notices to Medicare-eligible participants under Part D of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (“Medicare Part D”), and (xiv) all IRS determination or opinion letters, as applicable, issued with respect to each Company Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (Secure Computing Corp), Merger Agreement (McAfee, Inc.)
Documents. The Company has provided or made available to Parent Parent: (i) correct and complete copies of all material documents embodying or relating to each Company Employee Plan and each Employee Agreement Agreement, including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, which would result in each casea material liability to Company or to any ERISA Affiliate, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to Governmental Entity concerning any audit or examination by such Governmental Entity of any Company Employee Plan; Plan which would result in material liability to Company or to any ERISA Affiliate, (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiiviii) all discrimination tests for each Company Employee Plan for the three (3) most recently completed plan years, (ix) the most recent plan year; and IRS determination or opinion letter issued with respect to each Company Employee Plan, if applicable, (xiiix) all registration statements, annual reports (on Form 11-K and all attachments thereto, and (xi) and all prospectuses prepared or used during calendar year 2003 in connection with each Company Employee Plan.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Netscreen Technologies Inc), Agreement and Plan of Reorganization (Juniper Networks Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(iessummary(is) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the most recent plan year; , and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Lsi Logic Corp), Agreement and Plan of Reorganization (Va Linux Systems Inc)
Documents. The Company Liquid has provided or made available to Parent (i) Alliance correct and complete copies of of: (i) all documents embodying or relating to each Company Liquid Employee Plan and each Employee Liquid Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Liquid Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Liquid Employee Plan or related trustPlan; (iv) if the Company Liquid Employee Plan is funded, the most recent annual and periodic accounting of Company Liquid Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Liquid Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Liquid Employee Plan and any proposed Company Liquid Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyLiquid; (ixviii) all correspondence to or from any governmental agency relating to any Company Liquid Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Liquid Employee Plan for the most recent plan yearPlan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Liquid Employee Plan.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Liquid Audio Inc), Merger Agreement (Liquid Audio Inc)
Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any of its Subsidiaries, (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all forms of COBRA forms notices and related notices; outsourcing contracts, (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) forms of HIPAA Privacy Notices and forms of Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (Storage Technology Corp), Merger Agreement (Sun Microsystems, Inc.)
Documents. The Company has provided or made available furnished to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuationsvaluations and annual and periodic accounting, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viv) all the most recent IRS determination, opinion, notification and advisory letters and rulings relating determination or opinion letter issued with respect to each Company Employee Plans Plan, if applicable, and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan, where applicable; (x) all material written agreements and contracts relating to each Company Employee Plan, including administrative service agreements and group insurance contracts and group annuity contracts; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (Tippingpoint Technologies Inc), Merger Agreement (3com Corp)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 2 contracts
Sources: Merger Agreement (Polycom Inc), Securities Purchase Agreement (Pc Tel Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Internal Revenue Code or by any other applicable Law in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable Law with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all material Employee communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; years, and (xiiixi) all registration statements, annual reports the most recent Internal Revenue Service (Form 11-K and all attachments theretoor any other applicable tax authority) and prospectuses prepared in connection determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Shanda Games LTD)
Documents. The Company Parent has provided or made available Company with access to Parent the following documents: (i) correct accurate and complete copies of all documents embodying or relating to each Company Parent Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Parent Employee Plan or related trust; (iviii) if the Company Parent Employee Plan is funded, the most recent annual and periodic accounting of Company Parent Employee Plan assets; (viv) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Parent Employee Plan; (viv) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Parent Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Parent Employee Plan; (viivi) all material written agreements and contracts relating to each Company Parent Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viiivii) all written communications material to any Employee or Employees relating to any Company Parent Employee Plan and any proposed Company Parent Employee Plans, in each case, relating to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyParent; (viii) the form of COBRA notice used by the Parent; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Parent Employee Plan; and (x) a list of all employees, officers and consultants of the Parent reflecting each such person's current title and/or job description and compensation.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)
Documents. The Company Target has provided or made available to Parent Acquiror (i) correct and complete copies of all documents embodying or relating to each Company Target Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; (or a summary of any oral Target Employee Plan), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Target Employee Plan or related trust; Plan, (iviii) if the Company Target Employee Plan is funded, the most recent annual and periodic accounting of Company Target Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Target Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Target Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) each affirmative action plan, if applicable, (vii) all material communications material to any Employee employee or Employees employees relating to any Company Target Employee Plan and any proposed Company Target Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Target, (ixviii) all correspondence to or from any governmental agency relating to any Company Target Employee Plan; , (xix) all COBRA model Consolidated Omnibus Budge Reconciliation Act of 1985, as amended (“COBRA”) forms and related notices; , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Target Employee Plan; , (xiixi) all discrimination tests for each Company Target Employee Plan for the three most recent plan year; and years, (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Target Employee Plan, to the extent applicable, (xiii) all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA, (xiv) the most recent IRS determination or opinion letter issued with respect to each Target Employee Plan and (xv) all rulings or notices issued by a governmental agency with respect to each Target Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Green Dot Corp)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company written Employee Plan and each written Employee Agreement including, without limitation, including all amendments thereto, thereto and has provided in Section 3.19(c) of the Disclosure Schedule written summaries of all material terms of any oral Employee Plan or oral Employee Agreement and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events any of which would result in any material liability Liability to the Company; (ixviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesform notices (or forms of such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering if applicable, the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent Parent: (i) correct and complete --------- copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL with respect to any filings required under the Code or ERISA or any other governmental agency examination or submission under IRS Revenue Procedure 98-22 with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee PlanCOBRA forms and related notices currently in use; and (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Imall Inc)
Documents. The Company Target has provided or made available furnished to Parent Acquiror: (i) correct and complete copies of all documents embodying or relating to each Company Target Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Target Employee Plan or related trust; Plan, (iviii) if the Company Target Employee Plan is funded, the most recent annual and periodic accounting of Company Target Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Target Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Target Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications communications, including without limitation any notice required under Section 4980F of the Code and Section 204(h) of ERISA, material to any Employee employee or Employees employees relating to any Company Target Employee Plan and any proposed Company Target Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Target or any ERISA Affiliate, (ixvii) all correspondence to or from any governmental agency relating to any Company Target Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Target Employee Plan; , (xiix) all discrimination tests for each Company Target Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Target Employee Plan, (xii) all HIPAA policies and procedures, privacy notices and business associate agreements to the extent required under HIPAA and (xiv) the most recent IRS determination or opinion letter issued with respect to each Target Employee Plan.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Packeteer Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent (i) correct and --------- complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(iessummary(is) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the most recent plan year; , and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Lantronix Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; years, and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent (i) correct and complete copies of the following items, all of which are listed in Section 2.20(c) of the Company Schedule:
(i) all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingAgreement, without limitation, including all amendments thereto, thereto and written interpretations thereof and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts and written interpretations thereof; policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan;
(ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; ;
(iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; ;
(iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; ;
(v) the most recent summary plan description together with the most recent summary(ies) summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; ;
(vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL IRS or any other governmental agency the Department of Labor (“DOL”) with respect to any Company Employee Plan; ;
(vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or he Surviving Corporation;
(ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; ;
(xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); and
(xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests, if any, for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prospectuses, if any, prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Valueclick Inc/Ca)
Documents. The Company has provided or made available to Parent access to correct --------- and complete copies of: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Company Group Employee or Company Group Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); and (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Lynuxworks Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached theretoattached), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, determination opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of letters, all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Sirenza Microdevices Inc)
Documents. The Company has provided or made available to Parent Buyer (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; (or a summary of any oral Company Employee Plan), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of the Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; Contracts, (viiivi) each affirmative action plan, if applicable, (vii) all communications material to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xix) all COBRA model Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) forms and related notices; , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiixi) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; and years, (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, to the extent applicable, (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, and (xiv) all rulings or notices issued by a governmental agency with respect to each Company Employee Plan.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Rocket Lab USA, Inc.)
Documents. The Company Technest has provided or made available to Parent (i) AccelPath correct and complete copies of of: (i) all documents embodying or relating to each Company Technest Employee Plan and each Employee Technest Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Technest Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Technest Employee Plan or related trustPlan; (iv) if the Company Technest Employee Plan is funded, the most recent annual and periodic accounting of Company Technest Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Technest Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Technest Employee Plan and any proposed Company Technest Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyTechnest; (ixviii) all correspondence to or from any governmental agency relating to any Company Technest Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Technest Employee Plan for the most recent plan yearPlan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Technest Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all material correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; Plan within the past six (x6) years, (viii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; years, and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Gartner Inc)
Documents. The Company has provided or made available to Parent (ito the extent requested by Parent or its legal counsel) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Employment Agreement including, without limitation, all amendments theretothereto and, to the extent applicable, all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; two (iii2) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all material communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; , except that with respect to IRS determination, opinion, notification and advisory letters, only the most recent such letter has been made available, (xviii) samples of all COBRA forms and related notices; notices (xior such forms and notices as required under comparable law), (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all the two (2) most recent plan years discrimination tests for each Company Employee Plan for Plan, to the extent applicable and to the extent not shown on any Form 5500 provided to Parent, and (xi) the most recent plan year; and (xiii) all registration statementsannual actuarial valuations, annual reports (Form 11-K and all attachments thereto) and prospectuses if any, prepared in connection with for each Company Employee Plan.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Intraware Inc)
Documents. The Company has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viv) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plan; (viivi) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viiivii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all standard COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available delivered to Parent a complete and --------- accurate copy of the following: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement Company Employment Agreement, including, without limitation, all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan and Company Employment Agreement; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all the most recent IRS determinationdetermination letter, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Company Employee or Company Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all current model COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Remedy Corp)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code IRC in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); and (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statementsPlan, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Planif any.
Appears in 1 contract
Sources: Merger Agreement (Sybase Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary or summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material materials provided to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any material liability to the CompanyCompany or any ERISA Affiliate under any Company Employee Plan; (ixvii) all IRS determination, opinion, notification and advisory letters, and all applications and material correspondence to or from the IRS or the DOL with respect to any such application or letter; (viii) all material correspondence to or from any governmental agency in the last six (6) years relating to any Company Employee Plan; (ix) the three (3) most recent plan years discrimination tests for each Company Employee Plan for which such test is required; and (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Volcano Corp)
Documents. The Company has provided or made available furnished to Parent Purchaser: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications communications, including without limitation any notice required under Section 4980F of the Code and Section 204(h) of ERISA, material to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any ERISA Affiliate, (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) all HIPAA policies and procedures, privacy notices and business associate agreements to the extent required under HIPAA and (xiv) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable law in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable law with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports the most recent IRS (Form 11-K and all attachments theretoor any other applicable tax authority) and prospectuses prepared in connection determination or opinion letter issued with respect to each Company Employee PlanPlan that is intended to be tax qualified and (xii) each affirmative action plan, if applicable.
Appears in 1 contract
Documents. The Company and each of its Subsidiaries has provided or made available to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and written interpretations thereof and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCompany or any of its Subsidiaries; (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xviii) all COBRA forms and related notices; (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan yearyears; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Nanometrics Inc)
Documents. The Company has provided or made available to Parent Parent, (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto all related trust documents and written interpretations thereofcopies of all forms of agreement and enrollment used therewith; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (viv) all IRS determination, opinion, notification and advisory determination letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL the Department of Labor ("DOL") or any other governmental agency agency, with respect to any Company Employee Plan; (vi) if the Employee Plan is funded, the most recent annual and periodic accounting of Employee Plan assets; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, including but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company and (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) all the three (3) most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Tut Systems Inc)
Documents. The Company has provided or made available delivered to Parent a complete and accurate copy of the following: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement Company Employment Agreement, including, without limitation, all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan and Company Employment Agreement; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all the most recent IRS determinationdetermination letter, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Company Employee or Company Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all current model COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available Delivered to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable law in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable law with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company; , (ixvii) all correspondence to or from any governmental agency applicable Governmental Entity relating to any Company Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; years, and (xiiixi) all registration statements, annual reports the most recent IRS (Form 11-K and all attachments theretoor any other applicable tax authority) and prospectuses prepared in connection determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Cafepress Inc.)
Documents. The Company has provided delivered or made available to the Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingPlan, without limitation, including all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code Code, or any similar Laws of other jurisdictions applicable to the Company, in connection with each Company Employee Plan or related trust; (iv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings from the IRS or any similar Governmental Entity having jurisdiction over the Company relating to Company Employee Plans and copies of all applications and any correspondence regarding actual or potential audits or investigations) to or from the IRS, DOL or any other governmental agency Governmental Entity with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited toincluding fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the CompanyCompany and which are not reflected in the current summary plan description and plan document; (ix) all correspondence to or from any governmental agency material forms and notices relating to any Company Employee Planthe provision of post-employment continuation of health coverage; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability Liability insurance covering the fiduciaries of for each Company Employee Plan; and (xiixi) all discrimination tests and qualification tests, if any, for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Marchex Inc)
Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any of its Subsidiaries, (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Epicor Software Corp)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material (or such forms and notices as required under comparable law) to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which have not been adopted and likely would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; notices (or such forms and notices as required under comparable law), (ix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan years, (x) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of each Company Employee Plan, and (xii) the most recent actuarial valuations, if any, prepared for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Scansoft Inc)
Documents. The Company has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; all related management and/or monitoring and/or information documents and/or records required by Legal Requirements, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts currently in force relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viiivi) all communications material within the past three (3) years to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all material correspondence and/or notifications within the past three (3) years to or from any governmental agency or administrative service relating to any Company Employee Plan; , (xviii) all current model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; years, (xi) all HIPAA Privacy Notices and all Business Associate Agreements to the extent required under HIPAA and (xiiixii) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee PlanPlan that is a tax-qualified retirement plan. To the Company's Knowledge, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder.
Appears in 1 contract
Sources: Merger Agreement (EnteroMedics Inc)
Documents. The Company and each of the Subsidiaries has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; all related management, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including existing administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viiivi) all written communications material by an officer of the Company to any Employee or Employees relating to any material Company Employee Plan and any proposed material Company Employee PlansPlan, in each case, relating to resulting in any material amendments, terminations, establishments, material increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any Subsidiary, (ixvii) all correspondence and/or notifications to or from any governmental agency or administrative service relating to any Company Employee Plan; , (x) all COBRA forms and related notices; (xiviii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; years, and (xiiix) all registration statementsthe most recent IRS or equivalent non-U.S. Tax authority determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (b), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company or any Subsidiary, no verbal promises or representations have been made to any Employees to materially increase their compensation or to continue their employment for any specific duration.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (FireEye, Inc.)
Documents. The Company B2e has provided or made available to Parent (i) Verticalnet correct and complete copies of of: (i) all documents embodying or relating to each Company B2e Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company B2e Employee Plan; (iii) the three most recent annual reports (Form 5500 Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company B2e Employee Plan or related trustPlan; (iv) if the Company relevant B2e Employee Plan is funded, the most recent annual and periodic accounting of Company B2e Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company B2e Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company B2e Employee Plan and any proposed Company B2e Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the CompanyB2e; (ixviii) all correspondence to or from any governmental agency Governmental Body relating to any Company B2e Employee Plan; and (xix) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all three most recent plan years discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company B2e Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Verticalnet Inc)
Documents. The Company has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; all related management and/or monitoring and/or information documents and/or records required by Legal Requirements, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company an Employee Plan is funded, the most recent annual and periodic accounting of Company such Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company; , (ixvii) all correspondence and/or notifications to or from any governmental agency or administrative service relating to any Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability Liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; years, (xi) all HIPAA Privacy Notices and all Business Associate Agreements to the extent required under HIPAA and (xiiixii) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this subsection (b) above, which would affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Employee Plan or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder.
Appears in 1 contract
Sources: Purchase Agreement (eHealth, Inc.)
Documents. The Company Target has provided or made available to Parent Acquiror (i) current, correct and complete copies of all documents embodying or relating to each Company Target Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; (or a summary of any oral Target Employee Plan), (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Target Employee Plan or related trust; Plan, (iviii) if the Company Target Employee Plan is funded, the most recent annual and periodic accounting of Company Target Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Target Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Target Employee Plan, including, but not limited to, including administrative service agreements, group annuity insurance contracts and group insurance contracts; other funding vehicles, and all employment agreements including all amendments thereto, (viiivi) each affirmative action plan, if applicable, (vii) all communications material to any Employee employee or Employees employees relating to any Company Target Employee Plan and any proposed Company Target Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Target or any of its Subsidiaries or ERISA Affiliates, (ixviii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Target Employee Plan; , (xix) all COBRA model Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) forms and related notices; , (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Target Employee Plan; , (xiixi) all discrimination tests for each Company Target Employee Plan intended to be qualified under Section 401(a) of the Code for the three most recent plan year; and years, (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Target Employee Plan, to the extent applicable, (xiii) all Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”) privacy notices and all business associate agreements to the extent required under HIPAA, (xiv) the most recent IRS determination or opinion letter issued with respect to each Target Employee Plan intended to be qualified under Section 401(a) of the Code, (xv) the most recent IRS Form 1095-C report of Health Insurance Offer and Coverage, and (xvi) all rulings or notices issued by a Governmental Entity with respect to each Target Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (INPHI Corp)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Planletters; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all model COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan, International Employee Plan and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, determination opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan, any International Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCompany or any of its subsidiaries; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan or International Employee Plan; (xix) samples of all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering where applicable, the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including, Employment Contract including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Digital Impact Inc /De/)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan (including each International Employee Plan), and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached theretoattached), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, determination opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of letters, all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Avocent Corp)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all discrimination most recent plan years discr imination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all required registration statements, annual reports (Form 11-K filings, applications and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plannotices.
Appears in 1 contract
Sources: Merger Agreement (Inktomi Corp)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all model COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Company Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Planletters; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency in the past three years relating to any Company Employee Plan; (xviii) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent last plan yearyear ending prior to the Closing Date, to the extent applicable; and (xiiiix) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan; and (x) visa and work permit information with respect to the current Company Employees; provided that the Company may limit any information under this Section 2.12 as required by law, treaty rule or regulation of any Governmental Entity applicable to the Company or its Subsidiaries to restrict or prohibit access to such information.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Speechworks International Inc)
Documents. The Company has provided or made available to Parent Made Available (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; all related management, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including existing administrative service agreements, group annuity contracts agreements and group or other insurance contracts; , (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixvi) all correspondence and/or notifications in the three (3) year period preceding the date of this Agreement to or from any governmental agency or administrative service relating to any Company Employee Plan; , (x) all COBRA forms and related notices; (xivii) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiviii) all discrimination tests for each Company Employee Plan for the three most recent plan year; years, and (xiiiix) all registration statementsthe most recent IRS or equivalent non-U.S. Tax authority determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. To the Knowledge of the Company, there is no fact, condition, or circumstance since the date the documents were provided in accordance with this paragraph (d), which would materially affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or Employee Agreement or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. To the Knowledge of the Company, no verbal promises or representations have been made to any Employees to materially increase their compensation or to continue their employment for any specific duration.
Appears in 1 contract
Sources: Merger Agreement (FireEye, Inc.)
Documents. The Company has provided or made available to Parent Buyer (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; report (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any ERISA Affiliate, (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all standard COBRA forms and related notices; notices (xior such forms and notices as required under comparable law), (ix) all policies of the Company pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the most recent plan year; , and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating each Company Employee Plan, including all amendments thereto and all related trust documents, administrative service agreements, group annuity contracts, group insurance contracts, and policies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan and each a written description of any unwritten Company Employee Agreement including, without limitation, all amendments thereto, all related trust documents and written interpretations thereofPlans; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary or summaries of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all the most recent IRS determination, opinionadvisory, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Planopinion letters; (vii) all non-routine material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency in the last three (3) years relating to any Company Employee Plan; and (xviii) all COBRA forms and related notices; except as set forth in Section 3.12(b) of the Company Disclosure Letter, the three (xi3) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all most recent plan years’ discrimination tests for each Company Employee Plan for which such test is required. Each Company Employee Plan has expressly reserved to the most recent plan year; and (xiii) all registration statementsCompany or ERISA Affiliate the right to amend, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with modify, or terminate each Company Employee Plan, or any portion of any Company Employee Plan, without Liability to the Company or ERISA Affiliate.
Appears in 1 contract
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; notices used by the Company (xior such forms and notices as required under comparable law), (ix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the most recent plan year; year for which tests have been required to be performed, and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company To the extent such item pertains to Alliance, Alliance has provided or made available to Parent (i) Liquid correct and complete copies of of: (i) all documents embodying or relating to each Company Alliance Employee Plan Plan, and each Employee Alliance Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Alliance Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Alliance Employee Plan or related trustPlan; (iv) if the Company Alliance Employee Plan is funded, the most recent annual and periodic accounting of Company Alliance Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Alliance Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Alliance Employee Plan and any proposed Company Alliance Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyAlliance; (ixviii) all correspondence to or from any governmental agency relating to any Company Alliance Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Alliance Employee Plan for the most recent plan yearPlan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Alliance Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent Purchaser (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, and (xii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent Parent, (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and copies of all related trust documents forms of agreement and written interpretations thereofenrollment used therewith; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) the most recent summary plan description together with the most recent summary of material modifications, if any, required under ERISA with respect to each Employee Plan; (v) the two most recent IRS determination letters and rulings relating to Employee Plans and copies of all applications and correspondence to or from the IRS or the Department of Labor ("DOL") delivered or received within the five (5) year period preceding the Closing Date with respect to any Employee Plan; (vi) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, including but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; and (viii) all communications material to any Employee or Employees Employees, which have been communicated or proposed within the three (3) year period preceding the Closing Date, relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to Company or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Planits Affiliates.
Appears in 1 contract
Documents. The Company has Acquired Companies have provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and and, as of the date of this Agreement, each Employee Agreement including, without limitation, including in each case all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Company Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency Governmental Body relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Tellabs Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each current Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all model COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three (3) most recent plan year; years, and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company and each of its Subsidiaries has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; Company or any of its Subsidiaries, (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; and years, (xiiixi) all registration statements, annual reports (Form 11-11 K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan, (xii) all HIPAA Privacy Notices and all Business Associate Agreements to the extent required under HIPAA and (xiii) the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan.
Appears in 1 contract
Documents. The Company Seller has provided or made available to Parent (i) and Buyer correct and complete copies of of: (i) all material documents embodying or relating to each Company Employee Plan and each Employee Agreement including, Contract including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Employee Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL IRS or any other governmental agency the Department of Labor with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanySeller or any ERISA Affiliate; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; three (xii3) all most recent plan years discrimination tests for each Company Employee Plan for the most recent plan yearPlan; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company and each of its ERISA Affiliates has provided or made available Made Available, to Parent the extent applicable: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material all modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (viv) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in compensation benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company; , (ixvii) all material, non-routine correspondence during the last three years to or from any governmental agency relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the two most recent plan year; years, and (xiiiix) all registration statementsthe most recent IRS determination, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection opinion, notification or advisory letters issued with respect to each Company Employee Plan. There is no fact, condition, or circumstance since the date the documents were provided in accordance with this Section 3.14(b) above, which would affect the information contained therein and, in particular, and without limiting the generality of the foregoing, no promises or commitments have been made to amend any Company Employee Plan or to provide increased or improved benefits thereunder or accelerate vesting or funding thereunder. No verbal promises or representations have been made to any Employees to increase their compensation or to continue their employment for any specific duration.
Appears in 1 contract
Sources: Merger Agreement (Pacific Biosciences of California, Inc.)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents documents, and written interpretations thereof; the most recent summary plan description together with the summary(ies) of material modifications thereto, if any (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three two most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiiv) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiiv) each affirmative action plan, if applicable, (vi) all communications material to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the two most recent plan year; years, if any (xi) all HIPAA Privacy Notices and all Business Associate Agreements to the extent required under HIPAA and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, if applicable. Section 3.23(b) of the Disclosure Schedule sets forth the name of each employee participating in the Company-sponsored SIMPLE ▇▇▇ for calendar year 2006, the salary reduction rate for each employee and the timing of such salary reductions.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Supergen Inc)
Documents. The Company has provided provided, or made available upon request, to Parent Parent: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan, International Employee Plan and each Employee Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contacts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Employee Plan; (iii) the most recent actuarial valuations, if any, prepared for each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL IRS or any other governmental agency the DoL with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) all the three (3) most recent plan years' discrimination tests for each Company Employee Plan for the most recent plan yearPlan; and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Xcarenet Inc)
Documents. The Company has provided or made available to Parent (i) KLA-Tencor correct and complete copies of of: (A) all documents agreements or other contracts embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (iiB) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iiiC) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (ivD) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (vE) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viF) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viiiG) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixH) all material correspondence to or from any governmental agency relating to any Company Employee Plan; (xI) copies of all material COBRA forms and related noticesnotices (or such forms and notices as required under comparable law) specifically addressed to the Company Employee Plan; (xiJ) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiiK) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Merger Agreement (Qc Optics Inc)
Documents. The Company has provided or made available to Parent (i) correct and complete copies of of: (i) all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereofdocuments; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required filed under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable Law); (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; and (xii) all the three (3) most recent plan years discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statementsPlan, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Planif any.
Appears in 1 contract
Documents. The Company has provided or made available Parent with access to Parent the following documents: (i) correct accurate and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (viv) the most recent summary plan description together with the most recent summary(ies) summary of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viv) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plan; (viivi) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viiivii) all written communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any material amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (viii) the form of COBRA notice used by the Company; (ix) all correspondence to or from any governmental agency relating to any Company Employee Plan; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiii) all registration statements, annual reports (Form 11-K and all attachments thereto) statements and prospectuses prepared in connection with each Company Employee Plan; and (x) a list of all employees, officers and consultants of the Company reflecting each such person's current title and/or job description and compensation.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Serviceware Technologies Inc/ Pa)
Documents. The Company has provided or made available to Parent (i) Buyer correct and --------- complete copies of of: (A) all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (iiB) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iiiC) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (ivD) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (vE) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viF) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viiiG) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixH) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent (i) correct --------- and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; three (iii3) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(iessummary(is) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited towithout limitation, administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; , (ixvii) all correspondence to or from any governmental agency relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the most recent plan year; , and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Lantronix Inc)
Documents. The Company has provided or made available to Parent ▇▇▇▇▇▇ correct and --------- complete copies of: (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan Plan, International Employee Plan, and each Employee Employment Agreement including, including (without limitation, ) all amendments thereto, thereto and all related trust documents documents, administrative service agreements, group annuity contracts, group insurance contracts, and written interpretations thereofpolicies pertaining to fiduciary liability insurance covering the fiduciaries for each Plan; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three (3) most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trustPlan; (iv) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters letters, and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, IRS or the DOL or any other governmental agency with respect to any Company Employee Plansuch application or letter; (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the Company; (ixviii) all correspondence to or from any governmental agency relating to any Company Employee Plan; (xix) all COBRA forms and related noticesnotices (or such forms and notices as required under comparable law); (xix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of three (3) most recent plan years discrimination tests for each Company Employee Plan; (xii) all discrimination tests for each Company Employee Plan for the most recent plan year; and (xiiixi) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Sources: Stock Purchase Agreement (Somera Communications Inc)
Documents. The Company has previously provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement includingPlan, without limitation, including all amendments thereto, all related trust documents thereto and written interpretations thereof; (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; (iii) the three most recent annual reports (Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; (iv) if the any Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; (v) the most recent summary plan description together with the most recent summary(ies) summary of material modifications theretomodifications, if any, required under ERISA with respect to each Company Employee Plan; (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence (including specifically any correspondence regarding actual or potential audits or investigations) to or from the IRS, DOL or any other governmental agency Governmental Entity with respect to any Company Employee Plan; , (vii) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited toincluding fidelity or ERISA bonds, administrative service agreements, group annuity contracts and group insurance contracts; (viii) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee Plans, in each case, case relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability to the CompanyCompany and which are not reflected in the current summary plan description and plan document; (ix) all correspondence to or from any governmental agency forms and notices relating to any Company Employee Planthe provision of post-employment continuation of health coverage; (x) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; (xiixi) all discrimination tests and qualification tests, if any, for each Company Employee Plan for the most recent plan year; and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection with each Company Employee Plan.
Appears in 1 contract
Documents. The Company has provided or made available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, thereto and all related trust documents and written interpretations thereof; documents, (ii) the most recent annual actuarial valuations, if any, prepared for each Company Employee Plan; report (iii) the three most recent annual reports (Series Form 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code or by any other applicable Law in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of such Company Employee Plan assets; , (viv) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA or by any other applicable Law with respect to each Company Employee Plan; , (vi) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (viiv) all material written agreements and contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiivi) all communications material to any Employee or Employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which would result in any material liability Liability to the Company or any subsidiary of the Company; , (ixvii) all material correspondence to or from any governmental agency relating to any Company Employee Plan other than routine correspondence in the normal course of operations of such Company Employee Plan; , (xviii) all COBRA forms and related notices; (xi) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; and years, (xiiix) all registration statements, annual reports the most recent IRS (Form 11-K and all attachments theretoor any other applicable tax authority) and prospectuses prepared in connection determination or opinion letter issued with respect to each Company Employee PlanPlan and (xi) each affirmative action plan, if applicable.
Appears in 1 contract
Sources: Merger Agreement (Linkedin Corp)
Documents. The Company has provided or made available Made Available to Parent (i) correct and complete copies of all documents embodying or relating to each Company Employee Plan and each Employee Agreement including, without limitation, including all amendments thereto, all related trust documents documents, and written interpretations thereof; (ii) the most recent annual actuarial valuationssummary plan description together with the summary(ies) of material modifications thereto, if any, prepared for each Company Employee Plan; any (iiiii) the three most recent annual reports (Form Series 5500 and all schedules and financial statements attached thereto), if any, required under ERISA or the Code in connection with each Company Employee Plan or related trust; Plan, (iviii) if the Company Employee Plan is funded, the most recent annual and periodic accounting of Company Employee Plan assets; , (v) the most recent summary plan description together with the most recent summary(ies) of material modifications thereto, if any, required under ERISA with respect to each Company Employee Plan; (viiv) all IRS determination, opinion, notification and advisory letters and rulings relating to Company Employee Plans and copies of all applications and correspondence to or from the IRS, DOL or any other governmental agency with respect to any Company Employee Plan; (vii) all material written agreements and contracts Contracts relating to each Company Employee Plan, including, but not limited to, including administrative service agreements, group annuity contracts agreements and group insurance contracts; , (viiiv) each affirmative action plan, if applicable, (vi) all communications material to any Employee employee or Employees employees relating to any Company Employee Plan and any proposed Company Employee PlansPlan, in each case, relating to any amendments, terminations, establishments, increases or decreases in benefits, acceleration of payments or vesting schedules or other events which that would result in any material liability Liability to the Company; , (ixvii) all correspondence to or from any governmental agency Governmental Entity relating to any Company Employee Plan; , (xviii) all COBRA forms and related notices; , (xiix) all policies pertaining to fiduciary liability insurance covering the fiduciaries of for each Company Employee Plan; , (xiix) all discrimination tests for each Company Employee Plan for the three most recent plan year; years, (xi) all HIPAA Privacy Notices and all Business Associate Agreements to the extent required under HIPAA and (xiiixii) all registration statements, annual reports (Form 11-K and all attachments thereto) and prospectuses prepared in connection the most recent IRS determination or opinion letter issued with respect to each Company Employee Plan, if applicable.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Fusion-Io, Inc.)