(b) As used in this Agreement, the term
Tax
or
Taxes
means all federal, state, local, and foreign income, excise, gross receipts, ad valorem, profits, gains, property, capital, sales, transfer, use, license, payroll, employment, social security, severance, unemployment, withholding, duties, excise,
windfall profits, intangibles, franchise, backup withholding, value added, alternative or
add-on
minimum, estimated and other taxes, charges, levies or like assessments together with all penalties and
additions to tax and interest thereon.
(c) As used in this Agreement, the term
Tax Return
means any return,
declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof, supplied or required to be supplied to a Governmental Entity.
3.11.
Employees and Employee Benefit Plans
.
(a)
Section
3.11(a)
of the TCF Disclosure Schedule sets forth a true, correct and complete list of all material TCF
Benefit Plans. For purposes of this Agreement,
TCF Benefit Plans
means all employee benefit plans (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (
ERISA
)),
whether or not subject to ERISA, and all stock option, stock purchase, restricted stock, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, retention, bonus, employment, change in control, termination or
severance plans, programs, agreements or arrangements that are maintained, contributed to or sponsored or maintained by, or required to be contributed to, TCF or any of its Subsidiaries for the benefit of any current or former employee, officer or
director of TCF or any of its Subsidiaries, excluding, in each case, any Multiemployer Plan.
(b) TCF has heretofore made available to
Chemical true and complete copies of (i) each material TCF Benefit Plan, including any amendments thereto and all related trust documents, insurance contracts or other funding vehicles, and (ii) to the extent applicable, (A) the most
recent summary plan description required under ERISA with respect to such TCF Benefit Plan, (B) the most recent annual report (Form 5500) filed with the IRS, (C) the most recently received IRS determination letter relating to such TCF
Benefit Plan, (D) the most recently prepared actuarial report for each TCF Benefit Plan, and (E) all material correspondence to or from any Governmental Entity received in the last three (3) years with respect to each TCF Benefit
Plan.
(c) Each TCF Benefit Plan has been established, operated and administered in accordance with its terms and the requirements of all
applicable laws, including ERISA and the Code, except for such noncompliance that has not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect on TCF.
(d)
Section 3.11(d)
of the TCF Disclosure Schedule identifies each TCF Benefit Plan that is intended to be qualified under
Section 401(a) of the Code (the
TCF Qualified Plans
). The IRS has issued a favorable determination letter with respect to each TCF Qualified Plan and the related trust, and, to the knowledge of TCF, there are no existing
circumstances and no events have occurred that would reasonably be expected to adversely affect the qualified status of any TCF Qualified Plan or the related trust.
(e) No TCF Benefit Plan is subject to Section 302 or Title IV of ERISA or Section 412, 430 or 4971 of the Code. During the
immediately preceding six (6) years, no Controlled Group Liability has been incurred by TCF or its ERISA Affiliates that has not been satisfied in full, and, to the knowledge of TCF, no condition exists that presents a material risk to TCF or
its ERISA Affiliates of incurring any such liability, except as, either individually or in the aggregate, would not reasonably be expected to result in material liability to TCF and its Subsidiaries. For purposes of this Agreement,
Controlled Group Liability
means any and all liabilities (i) under Title IV of ERISA, (ii) under Section 302 of ERISA, (iii) under Sections 412 and 4971 of the Code, or (iv) as a result of a failure to
comply with the continuing coverage requirements of Section 601
et. seq.
of ERISA and Section 4980B of the Code. For purposes of this Agreement,
ERISA Affiliate
means, with respect to any entity, trade or
business, any other entity, trade or business that is, or was at the relevant time, a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes or
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