Common use of Absence of Certain Liabilities and Events Clause in Contracts

Absence of Certain Liabilities and Events. There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the U.S. Code or Section 1409(c) of the P.R. Code) with respect to any Plan. Neither the Company nor any Subsidiary has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the U.S. Code or Section 1404 of the P.R. Code or any liability under Section 502 of ERISA, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that could give rise to any such liability. Neither the Company nor any Subsidiary has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that could give rise to any such liability. No complete or partial termination has occurred within the five years preceding the date hereof with respect to any Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Plan subject to Title IV of ERISA. No Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the U.S. Code or Section 1165 of the P.R. Code), whether or not waived, as of the most recently ended plan year of such Plan. None of the assets of the Company or any Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the U.S. Code or Section 1165 of the P.R. Code; neither the Company nor any Subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the U.S. Code or Section 1165 of the P.R. Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. There To the Seller’s Knowledge, there has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the U.S. Code or Section 1409(c) of the P.R. Code) with respect to any Company Plan. Neither , which is not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject the Company nor or a Subsidiary to any Subsidiary material liability. None of the Company and the Subsidiaries has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the U.S. Code or Section 1404 of the P.R. Code or any liability under Section 502 of ERISA, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that could reasonably be expected to give rise to any such liability. Neither None of the Company nor any Subsidiary and the Subsidiaries has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that could give rise to any such liability. No complete or partial termination has occurred within the five six years preceding the date hereof with respect to any Company Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Company Plan subject to Title IV of ERISA. No Except with respect to any Company Plan had an accumulated that is a Multiemployer Plan, no Company Plan failed to meet the minimum funding deficiency standards (within the meaning of Section 302 of ERISA or Section 412 of the U.S. Code or Section 1165 of the P.R. Code), whether or not waived, as of the most recently ended plan year of such Company Plan. None of the assets of the Company or any Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the U.S. Code or Section 1165 Code; none of the P.R. Code; neither Company and the Company nor any Subsidiary Subsidiaries has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the U.S. Code or Section 1165 of the P.R. Code; and no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the U.S. Code or Section 1409(c) of the P.R. Code) with respect to any Plan. Neither the Company Seller nor any Subsidiary has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the U.S. Code or Section 1404 of the P.R. Code or any liability under Section 502 of ERISA, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. Neither the Company Seller nor any Subsidiary has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. No complete or partial termination has occurred within the five years preceding the date hereof with respect to any Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Plan subject to Title IV of ERISA. No Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the U.S. Code or Section 1165 of the P.R. Code), whether or not waived, as of the most recently ended plan year of such Plan. None of the assets of the Company Seller or any Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the U.S. Code or Section 1165 of the P.R. Code; neither the Company Seller nor any Subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the U.S. Code or Section 1165 of the P.R. Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the U.S. Code or Section 1409(c) of the P.R. CodeIRC) with respect to any Plan. Neither the Company nor any Subsidiary has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the U.S. Code or Section 1404 of the P.R. Code IRC or any liability under Section 502 of ERISA, ERISA and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. Neither the Company nor any Subsidiary has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan multiemployer plan (within the meaning of Section 3(37) or Multiple Employer Plan4001(a)(3) of ERISA, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. No Except as set forth on Section 3.26(e) of the Disclosure Schedule, no complete or partial termination has occurred within the five years preceding the date hereof with respect to any Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Plan subject to Title IV of ERISA. No Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the U.S. Code or Section 1165 of the P.R. Code), ) whether or not waived, waived as of the most recently ended plan year of such Plan. None of the assets of the Company or any Subsidiary is the subject of any lien arising under Section 302(f302 (f) of ERISA or Section 412(n) of the U.S. Code or Section 1165 of the P.R. Code; neither the Company nor any Subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the U.S. Code or Section 1165 of the P.R. Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the U.S. Code or Section 1409(c) of the P.R. Code) other than a transaction that is subject to a statutory, class or individual exemption with respect to any Plan. Neither Except as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any Subsidiary has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4979, 4980, 4980B 4980B, 4980D, 4980E, 4980F, 4980G or 6652 of the U.S. Code or Section 1404 of the P.R. Code or any liability under Section 502 of ERISA. Except as would not reasonably be expected to have a Material Adverse Effect, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that could give rise to any such liability. Neither neither the Company nor any Subsidiary of its ERISA Affiliates has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that could give rise to any such liability. No complete or partial termination has occurred within the five years preceding the date hereof with respect to any PlanPlan that is a pension plan qualified under Section 401(a) of the Code and subject to ERISA (except that any such representation as to any Multiemployer Plan is made only to the knowledge of the Company). No reportable event (within the meaning of Section 4043 of ERISA) for which the reportable event has not been waived has occurred or within the past five years or, to the knowledge of the Company, is reasonably expected to occur with respect to any Plan subject to Title IV of ERISA. No Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the U.S. Code or Section 1165 of the P.R. Code), whether or not waived, as of the most recently ended plan year of such Plan. None of the assets of the Company or any Subsidiary of its ERISA Affiliates is the subject of any lien arising under Section 302(f303(k) of ERISA or Section 412(n430(k) of the U.S. Code or Section 1165 Code, and, to the knowledge of the P.R. Code; neither the Company nor any Subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the U.S. Code or Section 1165 of the P.R. Code; and Company, no fact or event exists which could reasonably be expected to give rise to any such lien lien. None of the Plans is subject to the limitations on Plan benefits or requirement benefit accruals set forth in Section 436 of the Code, and, to post the knowledge of the Company, no facts exist which could reasonably be expected to result in the imposition of such limitations in the current Plan year. No written or oral communication has been received during the past three years from the Pension Benefit Guaranty Corporation in respect of any Plan subject to Title IV of ERISA concerning the funded status of any such securityplan or in connection with the transactions contemplated by this Agreement.

Absence of Certain Liabilities and Events. There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the U.S. Code or Section 1409(c) of the P.R. Code) with respect to any Seller Benefit Plan. Neither the Company nor any Subsidiary Seller has not incurred any liability for any penalty or excise tax arising under Section 4971, 4972, 4980, 4980 or 4980B or 6652 of the U.S. Code or Section 1404 of the P.R. Code or any liability under Section 502 of ERISA, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. Neither the Company nor any Subsidiary Seller has not incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. No complete or partial termination has occurred within the five years preceding the date hereof with respect to any Seller Benefit Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Seller Benefit Plan subject to Title IV of ERISA. No Seller Benefit Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the U.S. Code or Section 1165 of the P.R. Code), whether or not waived, as of the most recently ended plan year of such Seller Benefit Plan. None of the properties or assets of Seller, including, without limitation, the Company or any Subsidiary Assets and the Business, is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the U.S. Code or Section 1165 of the P.R. Code; neither the Company nor any Subsidiary Seller has not been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the U.S. Code or Section 1165 of the P.R. Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security. Except as set forth in Section 3.17(h) of the Disclosure Schedule, since March 31, 2003, Seller has not implemented any early retirement, separation or program providing early retirement window benefits within the meaning of Section 1.401(a)-4 of the Regulations or announced or planned any such action or program for the future.

Absence of Certain Liabilities and Events. There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the U.S. Code or Section 1409(c) of the P.R. Code) with respect to any Plan, which is not otherwise exempt under Section 408 of ERISA, and that would reasonably be expected to subject an Acquired Company or Subsidiary to any material liability. Neither the No Acquired Company nor any or Subsidiary has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the U.S. Code or Section 1404 of the P.R. Code or any liability under Section 502 of ERISA, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that could reasonably be expected to give rise to any such liability. Neither the No Acquired Company nor any or Subsidiary has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that could give rise to any such liability. No complete or partial termination has occurred within the five years preceding the date hereof with respect to any Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Plan subject to Title IV of ERISA. No Except with respect to any Plan that is a Multiemployer Plan, no Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the U.S. Code or Section 1165 of the P.R. Code), whether or not waived, as of the most recently ended plan year of such Plan. None of the assets of the any Acquired Company or any Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the U.S. Code or Section 1165 of the P.R. Code; neither the no Acquired Company nor any or Subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the U.S. Code or Section 1165 of the P.R. Code; and no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the U.S. Code or Section 1409(c) of the P.R. Code) with respect to any Plan. Neither the Company nor any Subsidiary has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the U.S. Code or Section 1404 of the P.R. Code or any liability under Section 502 of ERISA, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. Neither the Company nor any Subsidiary has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. No complete or partial termination has occurred within the five years preceding the date hereof with respect to any Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Plan subject to Title IV of ERISA. No Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the U.S. Code or Section 1165 of the P.R. Code), whether or not waived, as of the most recently ended plan year of such Plan. None of the assets of the Company or any Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the U.S. Code or Section 1165 of the P.R. Code; neither the Company nor any Subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the U.S. Code or Section 1165 of the P.R. Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. There has been no non-exempt prohibited transaction (within the meaning of Except as disclosed in Section 406 of ERISA or Section 4975 of the U.S. Code or Section 1409(c3.22(e) of the P.R. Code) with respect to any Plan. Neither the Company nor any Subsidiary has incurred any liability for any penalty or tax arising under Section 4971Disclosure Schedule, 4972, 4980, 4980B or 6652 none of the U.S. Code or Section 1404 of the P.R. Code or any liability under Section 502 of ERISA, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that could give rise to any such liability. Neither the Company nor any Subsidiary Sellers has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that could which is reasonably likely to give rise to any such liability. No complete or partial termination has occurred within the five years preceding the date hereof with respect to any Plan. No Except with respect to the transfer of plan assets contemplated in Section 6.03, or as disclosed in Section 3.22(e) of the Disclosure Schedule, no reportable event (within the meaning of Section 4043 of ERISA) has occurred or or, to the knowledge of the Sellers, is expected to occur with respect to any Plan subject to Title IV of ERISA. No Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the U.S. Code or Section 1165 of the P.R. Code), whether or not waived, as of the most recently ended plan year of such Plan. None Except as disclosed in Section 3.22(e) of the Disclosure Schedule, none of the assets of any of the Company or any Subsidiary Sellers is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the U.S. Code or Section 1165 Code; none of the P.R. Code; neither the Company nor any Subsidiary Sellers has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the U.S. Code or Section 1165 of the P.R. Code; and no fact or event exists which could is reasonably likely to give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. There Neither BCBS nor, to the ----------------------------------------- knowledge of BCBSKS, any other party in interest (within the meaning of Section 3(14) of ERISA) or disqualified person (within the meaning of Section 4975 of the Code) has been no non-exempt engaged in a prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the U.S. Code or Section 1409(c) of the P.R. Code) with respect to any Plan, that would reasonably be expected to have a Material Adverse Effect on BCBS. Neither the Company nor any Subsidiary BCBS has not incurred any liability that would reasonably be expected to have a Material Adverse Effect on BCBS for any penalty or excise tax arising under Section 4971, 4972, 4980, 4980 or 4980B or 6652 of the U.S. Code or Section 1404 and, to the knowledge of the P.R. Code or any liability under Section 502 of ERISABCBSKS, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. Neither the Company nor any Subsidiary BCBS has not incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course)) under, including any liability in connection with (i) the termination arising out of or reorganization by operation of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that could give rise would reasonably be expected to any such liabilityhave a Material Adverse Effect on BCBS. No complete or partial termination has occurred within the five (5) years preceding the date hereof with respect to any Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Plan subject to Title IV of ERISA. No Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the U.S. Code or Section 1165 of the P.R. Code), whether or not waived, as of the most recently ended plan year of such Plan. None of the assets of the Company or any Subsidiary BCBS is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the U.S. Code or Section 1165 of the P.R. Code; neither the Company nor any Subsidiary BCBS has not been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the U.S. Code or Section 1165 of the P.R. Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. There Neither the Company nor any Company Subsidiary has been no non-exempt participated in any prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the U.S. Code or Section 1409(c) of the P.R. Code) with respect to any Company Plan. Neither Except as set forth on Section 3.24(e) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4975, 4976, 4979, 4980, 4980B or 6652 of the U.S. Code or Section 1404 of the P.R. Code or any liability under Section 502 of ERISA, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. Neither the Company nor any Company Subsidiary has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. No complete or partial termination has occurred within the five years preceding the date hereof with respect to any Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur occur, except for a reportable event under Section 4043(c)(9) which occurs as a result of the transactions contemplated by this Agreement, with respect to any Company Plan or Controlled Group Plan subject to Title IV of ERISA. No Company Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the U.S. Code or Section 1165 of the P.R. Code), whether or not waived, as of the most recently ended plan year of such Company Plan. None of the assets of the Company or any Company Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the U.S. Code or Section 1165 of the P.R. Code; neither the Company nor any Company Subsidiary has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the U.S. Code or Section 1165 of the P.R. Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the U.S. Code or Section 1409(c) of the P.R. Code) with respect to any Plan. Neither Except as set forth in Schedule 3.15(e), the Company nor any Subsidiary has Companies have not incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the U.S. Code or Section 1404 of the P.R. Code or any liability under Section 502 of ERISA, and no Company Representative, after having made due inquiry, is aware or knows . None of any fact or event that exists that could give rise to any such liability. Neither the Company nor any Subsidiary Companies has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course)ERISA, including without limitation any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan. Except as set forth in Schedule 3.15(e), and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that could give rise to any such liability. No complete or partial termination has occurred within the five years preceding the date hereof with respect to any Plan. No reportable event (within the meaning of Section 4043 of ERISA) for which the 30 days’ notice to the Pension Benefit Guaranty Corporation is not waived has occurred or is expected to occur with respect to any Plan subject to Title IV of or ERISA. No Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the U.S. Code or Section 1165 of the P.R. Code), whether or not waived, as of the most recently ended plan year of such Plan and each Plan is funded in an amount equal to no less than the respective amount of the “projected benefit obligations” of such Plan. None of the assets of any of the Company or any Subsidiary Companies is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the U.S. Code or Section 1165 Code; none of the P.R. Code; neither the Company nor any Subsidiary Companies has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the U.S. Code or Section 1165 of the P.R. Code; and no fact or event exists which could reasonably be expected to give rise to any such lien or requirement to post any such security. To Seller’s Knowledge, there are no material actions, suits or claims (other than routine claims for benefits) pending or threatened against any Plan and there is no contract or arrangement with respect to which any of the Companies are directly or indirectly liable that would result in the payment of any amount that would not, by operation of Code Section 280G, be deductible.

Absence of Certain Liabilities and Events. There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the U.S. Code or Section 1409(c) of the P.R. Code) with respect to any Plan. Neither the The Company nor any Subsidiary has not incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the U.S. Code or Section 1404 of the P.R. Code or any liability under Section 502 of ERISA, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. Neither the The Company nor any Subsidiary has not incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan multiemployer plan (within the meaning of Section 3(37) or Multiple Employer Plan4001(a)(3) of ERISA) or multiple employer plan (within the meaning of 4063 or 4064 of ERISA), and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. No complete or partial termination has occurred within the five years preceding the date hereof with respect to any Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Plan subject to Title IV of ERISA. No Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the U.S. Code or Section 1165 of the P.R. Code), whether or not waived, as of the most recently ended plan year of such Plan. None of the assets of the Company or any Subsidiary is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the U.S. Code or Section 1165 of the P.R. Code; neither the Company nor any Subsidiary has not been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the U.S. Code or Section 1165 of the P.R. Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. There To the knowledge of the Sellers, there has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the U.S. Code or Section 1409(c) of the P.R. Code) with respect to any Plan. Neither To the Company nor any Subsidiary knowledge of the Sellers, no member of the Steadi Group has incurred any liability for any penalty or excise tax arising under Section 4971, 4972, 4980, 4980 or 4980B or 6652 of the U.S. Code or Section 1404 and, to the knowledge of the P.R. Code or any liability under Section 502 of ERISASellers, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. Neither To the Company nor any Subsidiary knowledge of the Sellers, no member of the Steadi Group has incurred any material liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course); and, including any liability in connection with (i) to the termination or reorganization knowledge of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer PlanSellers, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. No To the knowledge of the Sellers, no complete or partial termination has occurred within the five years preceding the date hereof with respect to any PlanPlan subject to Title IV of ERISA. No To the knowledge of the Sellers, no reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Plan subject to Title IV of ERISA. No To the knowledge of the Sellers, no Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the U.S. Code or Section 1165 of the P.R. Code), whether or not waived, as of the most recently ended plan year of such Plan. None of the assets of any member of the Company or any Subsidiary Steadi Group is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the U.S. Code or Section 1165 Code; no member of the P.R. Code; neither the Company nor any Subsidiary Steadi Group has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the U.S. Code or Section 1165 Code; and, to the knowledge of the P.R. Code; and Sellers, no fact or event exists which could give rise to any such lien or requirement to post any such security.

Absence of Certain Liabilities and Events. There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the U.S. Code or Section 1409(c) of the P.R. Code) with respect to any Plan. Neither the Company nor any Subsidiary RDS, Inc. has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the U.S. Code or Section 1404 of the P.R. Code or any liability under Section 502 of ERISA, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. Neither the Company nor any Subsidiary RDS, Inc. has incurred any liability under, arising out of or by operation of Title IV of ERISA (other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including including, without limitation, any liability in connection with (i) the termination or reorganization of any employee benefit plan subject to Title IV of ERISA or (ii) the withdrawal from any Multiemployer Plan or Multiple Employer Plan, and no Company Representative, after having made due inquiry, is aware or knows of any fact or event that exists that which could give rise to any such liability. No complete or partial termination has occurred within the five years preceding the date hereof with respect to any Plan. No reportable event (within the meaning of Section 4043 of ERISA) has occurred or is expected to occur with respect to any Plan subject to Title IV of ERISA. No Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the U.S. Code or Section 1165 of the P.R. Code), whether or not waived, as of the most recently ended plan year of such Plan. None of the assets of the Company or any Subsidiary RDS, Inc. is the subject of any lien arising under Section 302(f) of ERISA or Section 412(n) of the U.S. Code or Section 1165 of the P.R. Code; neither the Company nor any Subsidiary RDS, Inc. has been required to post any security under Section 307 of ERISA or Section 401(a)(29) of the U.S. Code or Section 1165 of the P.R. Code; and no fact or event exists which could give rise to any such lien or requirement to post any such security.