|PERNIX THERAPEUTICS HOLDINGS, INC. filed this Form 8-K on 02/19/2019|
(b) Since January 1, 2017, each Employee Plan has been operated and administered in all material respects in accordance with its terms and applicable Law and administrative or governmental rules and regulations, including ERISA and the Code. There are no pending audits or investigations by any Governmental Authority involving any Employee Plan, and no pending or, to the Knowledge of the Sellers, threatened claims (except for individual claims for benefits payable in the normal operation of the Employee Plans) or Actions involving any Employee Plan.
(c) Each Employee Plan intended to be "qualified" within the meaning of Section 401(a) of the Code has received a favorable determination or opinion letter as to such qualification from the IRS.
(d) Neither Sellers nor any of their respective ERISA Affiliates has adopted, maintained, sponsored, contributed to (or has been required to adopt, maintain, sponsor or contribute to) any (i) "multiemployer plan" (within the meaning of Section 3(37) of ERISA); (ii) employee benefit plan or arrangement subject to Title IV or Section 302 of ERISA or (iii) "multiple employer plan" (within the meaning of Section 210 of ERISA or Section 413(c) of the Code), in each case, that could reasonably be expected to result in any material Liability to Buyer.
(e) No Employee Plan provides any post-employment health or welfare benefits to any Business Employee except to the extent required to be provided under COBRA.
(f) Neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement, whether alone or together with any other event, will (i) entitle any Business Employee to any material payment or benefit; (ii) increase the amount or value of any compensation, benefit or other obligation payable or required to be provided to any Business Employee; (iii) accelerate the time of payment or vesting, or increase the amount of compensation due any Business Employee or accelerate the time of any funding (whether to a trust or otherwise) of compensation or benefits under any Employee Plan; or (iv) result in the payment of any amounts that would not be deductible for federal income tax purposes by reason of Section 280G of the Code or would be subject to excise tax under Section 4999 of the Code. No Employee Plan provides for the reimbursement of any penalty or excise tax under Section 409A or 4999 of the Code.
Section 3.10 Labor and Employment Matters.
(a) Section 3.10(a) of the Disclosure Letter sets forth, to the extent permitted under applicable Law, a true, complete and correct list, as of the date of this Agreement, of all Business Employees set forth in Section 5.4(b) of the Disclosure Letter, including, for each such Business Employee: name, job position or title, location of employment, base salary or wage rate, exempt or non-exempt status, full-time or part-time status, active or inactive status and accrued vacation amounts (the "Employee Census").
(b) The Seller is not a party to any collective bargaining agreement or other agreement or arrangement with a labor union, trade union, works council, labor organization or other employee-representative body that pertains to the Business or to any Business Employees.