Employee Programs Sample Clauses
Employee Programs. (a) Section 4.18 of the Company Disclosure Schedule sets forth a list of every Employee Program that has been maintained by the Company or an Affiliate at any time during the three (3) year period ending on the Closing Date.
(b) Each Employee Program which has ever been maintained by the Company or an Affiliate and which has been intended to qualify under Section 401(a) or 501(c)(9) of the Code has received a favorable determination or approval letter from the IRS regarding its qualification under such section (or is within the applicable IRS remedial amendment period related thereto) and has, in fact, been qualified under the applicable section of the Code from the effective date of such Employee Program through and including the Closing Date (or, if earlier, the date that all of such Employee Program's assets were distributed). To the knowledge of the Company, no event or omission has occurred which would cause any Employee Program to lose its qualification or otherwise fail to satisfy the relevant requirements to provide tax-favored benefits under the applicable Code Section (including without limitation Code Sections 105, 125, 401(a) and 501(c)(9)). Except as set forth in Section 4.18(b) of the Company Disclosure Schedule, each asset held under any such Employee Program may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability. No partial termination (within the meaning of Section 411(d)(3) of the Code) has occurred with respect to any Employee Program.
(c) Neither the Company nor any Affiliate knows, nor should any of them reasonably know, of any failure of any party to comply with any laws applicable with respect to the Employee Programs that have ever been maintained by the Company or any Affiliate that would result in a material liability. With respect to any Employee Program ever maintained by the Company or any Affiliate, there has been no (i) "prohibited transaction," as defined in Section 406 of ERISA or Code Section 4975, (ii) failure to comply with any provision of ERISA, other applicable law, or any agreement, or (iii) non-deductible contribution, which, in the case of any of (i), (ii), or (iii), could subject the Company or any Affiliate to liability either directly or indirectly (including, without limitation, through any obligation of indemnification or contribution) for any damages, penalties, or taxes, or any other loss or expense. No litigation or governmental administrative ...
Employee Programs. The Company shall have taken all steps necessary under the relevant documents and applicable law to maintain the qualification of each Employee Program identified on Schedule 2.23 notwithstanding the purchase of the Company Shares by Buyer.
Employee Programs. (a) Neither the Company nor its Subsidiaries provide, nor has an obligation to provide, or make contributions to provide compensation or benefits of any kind or description whatsoever (whether current or deferred and whether paid in cash or in kind) to, or on behalf of, one, or more than one, current or former employees or directors of the Company, its Subsidiaries or any of its current or former Affiliates or any of their dependents, other than any plans, programs or other arrangements which only provide for the payment of cash compensation currently from the general assets of the Company or its Subsidiaries on a payday by payday basis as base salary or hourly wages for current services and other than policies for vacation and sick days and except as disclosed on Schedule 5.7 (individually, a "Benefit Plan," and collectively, the "Benefit Plans"). Each of the Benefit Plans is listed on Schedule 5.7.
(b) Except as disclosed on Schedule 5.7:
(i) No ERISA Affiliate (other than the Company or its Subsidiaries) provides, or has an obligation to provide, contributions, compensation or benefits of or under any plan, program or arrangement which is subject to Title IV of ERISA ("ERISA Affiliate Title IV Plan").
(ii) The Company has furnished or made available to the Purchasers a true, complete and current copy of each written Benefit Plan and any amendments thereto, a summary of each other Benefit Plan, and all Internal Revenue Service, Department of Labor or Pension Benefit Guaranty Corporation rulings or determinations, annual reports, summary plan descriptions, actuarial and other financial reports and such other documentation with respect to any Benefit Plan as was reasonably requested by the Purchasers.
(iii) No assets have been set aside in a trust or other separate account to pay directly or indirectly any benefits under any Benefit Plan or to the extent assets have been set aside, all assets are shown on the books and records of such trust or separate account at their fair market value as of the date of any report last provided with respect to such trust.
(iv) Each Benefit Plan and each ERISA Affiliate Title IV Plan has been established, maintained and administered in compliance in all material respects with all applicable Laws. The Company has no duty or obligation to indemnify or hold any other person or entity harmless for any liability attributable to any acts or omissions by such person or entity with respect to any Benefit Plan or ERISA Affiliate Ti...
Employee Programs. Seller shall have taken all steps reasonably necessary under the relevant documents and applicable law for Buyer to succeed to the position of Seller with respect to each Employee Program identified on Schedule 2.25.
Employee Programs. Between the date of this Agreement and the Closing, the LLC will not maintain any Employee Program other than the Employee Programs listed on Schedule 3.24.
Employee Programs. Amerivend shall have taken all steps ----------------- under the relevant documents and applicable law to maintain the qualification of each Employee Program of Amerivend identified in Schedule 2.28 notwithstanding ------------- the purchase of the Amerivend Shares by Buyer.
Employee Programs. 15 4.21. Private Offerings..............................................................................17 4.22. Insurance......................................................................................17 4.23. Employment Practices...........................................................................17 4.24. Material Contracts and Obligations.............................................................18 4.25. Intellectual Property..........................................................................18 4.26. Accounts Receivable............................................................................20
Employee Programs. Parent will maintain each of the Employee ----------------- Programs (as such term is defined in Section 2.22) listed on SCHEDULE 2.22 or Employee Programs which are at least comparable, in the aggregate, to those listed on SCHEDULE 2.22 until at least the fifth anniversary of the Closing Date unless Parent institutes for the benefit of the employees covered by such Employee Programs, new or different programs which are, in the aggregate, comparable to or better than, in terms of level of benefits, such Employee Programs; provided however, that the parties hereto agree that neither Parent -------- ------- nor any of its affiliates shall be required to adopt or maintain a defined benefit plan.
Employee Programs. Schedule 3.2(k) sets forth, as of the date of this Agreement:
(i) Each "employee benefit plan" as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), that is covered by ERISA and that is maintained or otherwise contributed to by the Buyer Entities for the benefit of the employees of the Buyer Entities (each a "Plan"), copies or descriptions of which have been furnished or made available to Seller (together with the most recent Annual Report on Form 5500 required to be filed by the Buyer Entities in connection with any Plan);
(ii) Each material plan or arrangement not subject to ERISA maintained, or otherwise contributed to, by the Buyer Entities for the benefit of its U.S. employees and providing for deferred compensation, bonuses, stock options, employee insurance coverage or any similar compensation or welfare benefit plan (each a "Benefit Arrangement"), copies or descriptions of which have been furnished or made available to Seller;
(iii) Each material plan or arrangement not subject to ERISA maintained, or otherwise contributed to, by the Buyer Entities for the benefit of non-U.S. employees ("Foreign Employees"), other than plans or arrangements required to be maintained, or otherwise contributed to, pursuant to applicable laws or regulations of non-U.S. jurisdictions, that provides for retirement benefits, termination benefits, deferred compensation, bonuses, stock options, employee insurance coverage or any similar compensation or welfare benefit plan (each a "Foreign Plan" and, together with the Plans and Benefit Arrangements, the "Employee Benefit Programs"), copies or descriptions of which have been furnished or made available to Seller;
(iv) Each "multiemployer plan" (as such term is defined in Section 3(37) of ERISA) that is contributed to by the Buyer Entities, copies or descriptions of which have been furnished or made available to Seller; and
(v) Each written agreement with any employee of any Buyer Entity involving an amount which in the aggregate involves in excess of $500,000 and each collective bargaining agreement to which any Buyer Entity is a party.
Employee Programs. 7 4.13. Private Offerings ........................................ 9 4.14. Broker's or Finder's Commissions ......................... 9 4.15. Disclosure ............................................... 10 4.16.