Plan Compliance. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, establish, maintain and operate any and all Pension Plans, Multiemployer Plans and Foreign Employee Benefit Plans (other than government-sponsored plans) in compliance with all Requirements of Law applicable thereto and the respective requirements of the governing documents for such plans to the extent the Borrower or any Commonly Controlled Entity has the authority to establish, maintain and operate such plans.
Plan Compliance. Each of the TBW Companies is in compliance in all material respects with all reporting, disclosure and registration requirements applicable to it under the Code, ERISA and all federal and state securities laws, and Department of Labor, Internal Revenue Service and Commission rules and regulations promulgated thereunder, with respect to all of the Plans. No civil or criminal action brought pursuant to the provisions of Title I, Subtitle B, Part 5 of ERISA or any other federal or state law is pending or to the knowledge of any of the TBW Parties threatened against any fiduciary of the Plans in his or her capacity as fiduciary of the Plans. No Plan, or any fiduciary thereof, has been, or is currently, the direct or indirect subject of an audit, investigation or examination by any Governmental Authority. All of the Plans comply currently, and have complied at all times, both as to form and operation, in all material respects, with their terms and with all Requirements of Law. Each of the Plans maintained by any of the TBW Companies or an ERISA Affiliate that is intended to be tax-qualified and is an "employee benefit pension plan" (within the meaning of Section 3(2)(A) of ERISA) has obtained a favorable determination (covering all changes or amendments applicable under Requirements of Law) from the Internal Revenue Service as to its qualification under Sections 401(a) and 501(a) of the Code or is within the remedial amendment period (as provided in Section 401(b) of the Code) for making any required changes or amendments, and nothing has occurred before or after the date of each such determination letter as would reasonably be expected to adversely affect such qualification. All material amounts that are currently owing to Plan participants (including, without imitation, former Plan participants), or contributions required to be made to the Plans have been timely paid or contributed with respect to all periods prior to the Closing Date or provided for by adequate reserves on the Pro Forma Balance Sheet.
Plan Compliance. In respect of Services delegated by You to Sun Life under this Agreement and the Policy to which the Guidelines for Capital Accumulation Plans (the “Guidelines”) apply, Sun Life agrees that it shall provide said Services in accordance with the Guidelines and with Applicable Legislation. In all other respects, You are responsible for ensuring that the Plan’s administration complies with the Plan provisions, Applicable Legislation and the Guidelines. Sun Life will, if it believes that the Plan is not being administered in accordance with the Plan provisions, Applicable Legislation or the Guidelines, advise You of that belief in writing but Sun Life is not liable if it fails to do so.
Plan Compliance. Each Company Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws. Each of the Company and its ERISA Affiliates, as applicable, has performed the obligations required to be performed by it under, is not in any material respect in default under or in violation of, and, to the Company’s knowledge, there is no material default or violation by any party to, any Company Plan. No Action is pending or, to the knowledge of the Company, threatened with respect to any Company Plan (other than claims for benefits in the ordinary course of business) and, to the knowledge of the Company, no fact or event exists that could give rise to any such action.
Plan Compliance. Except as would not reasonably be expected to have a Material Adverse Effect, do and cause each of its ERISA Affiliates to do each of the following: (i) maintain each Plan in compliance with the applicable provisions of ERISA, the Code and other Laws; (ii) cause each Plan that is qualified under Section 401(a) of the Code to maintain such qualification; and (iii) make all required contributions to any Plan subject to Section 412 or Section 430 of the Code.
Plan Compliance. Each Plan has been maintained, operated and administered in material compliance with its terms and the requirements of all applicable Laws including, without limitation, ERISA and the Code. The Company and the Subsidiaries have performed, in all material respects, all obligations required to be performed by them under, are not in any material respect in default under or in violation of, and to the Company’s Knowledge, no other party is in default or violation of, any Plan, and there are no pending or, to the Company’s Knowledge, threatened claims, lawsuits or arbitrations (other than routine claims for benefits), relating to any of the Plans, or the assets of any trust for any Plan. With respect to each Plan, the Company has complied in all material respects with the applicable health care continuation and notice provisions of COBRA and the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations thereunder (“HIPAA”), including, but not limited to, the applicable requirements concerning the privacy, security, and/or electronic transmission of health information. Neither the Company or any of its Subsidiaries nor, to the Company’s Knowledge, any of their respective directors, officers, employees or agents has, with respect to any Plan, engaged in or been a party to any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which could result in the imposition of either a penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case applicable to the Company or any of its Subsidiaries or any Plan.
Plan Compliance. Except as set forth herein, EDH shall have no responsibility or obligation with respect to interpretation, application, or administration of the Plan. Sponsor or its Plan Administrator shall have all responsibility for and shall maintain compliance with all legal requirements applicable to the Plan and satisfaction of any and all reporting, notice, disclosure, and filing requirements imposed by applicable state and federal laws and regulations, including ERISA. Sponsor acknowledges and agrees that EDH will not be deemed to be a legal or tax advisor as a result of the performance of any of its duties under this Agreement, including but not limited to Claims processing, COBRA or HIPAA administration, or with respect to any applicable taxes, fees, or other assessments by a government authority. Except as otherwise provided herein, EDH makes no representation concerning federal, state, or local laws, rules or regulations applicable to Sponsor or the Plan. Sponsor must seek its own counsel for legal advice and guidance.
Plan Compliance. Sponsor shall be responsible for updating or amending its plan documents to describe and incorporate the Hinge Health Program, Products, and Services as available for eligible Participants. Except as set forth herein, EDH shall have no responsibility or obligation with respect to interpretation, application, or administration of the Plan. Sponsor or its Plan Administrator shall have all responsibility for and shall maintain compliance with all legal requirements applicable to the Plan and satisfaction of any and all reporting, notice, disclosure, and filing requirements imposed by applicable state and federal laws and regulations, including ERISA. Sponsor acknowledges and agrees that EDH will not be deemed to be a legal or tax advisor as a result of the performance of any of its duties under this Addendum, including but not limited to Claims processing, COBRA or HIPAA administration, or with respect to any applicable taxes, fees, or other assessments by a government authority. Except as otherwise provided herein, EDH makes no representation concerning federal, state, or local laws, rules or regulations applicable to Sponsor or the Plan. Sponsor must seek its own counsel for legal advice and guidance.
Plan Compliance. (i) The Company has performed in all material respects all obligations required to be performed by it under, is not in default or violation of, and has no knowledge of any default or violation by any other party to each Plan, and each Plan has been established and maintained in all material respects in accordance with its terms and in compliance with all applicable laws, statutes, orders, rules and regulations, including but not limited to ERISA or the Code
Plan Compliance. The Borrower shall make, and cause each Material Subsidiary to make, to the extent required by any Requirements of Law, full payment when due of all amounts which, under the provisions of any Plan, the Borrower or any Material Subsidiary, is required to pay as contributions to such Plan, except where the failure to make such payments would not have a Material Adverse Effect.
