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

Absence of Certain Liabilities and Events. The Company has no (and has not had any) ERISA Affiliates. The Company has not incurred any liability pursuant to Title I or IV of ERISA, or any liability pursuant to the penalty, excise tax, or joint and several liability provisions of the those sections of the Code related to employee benefit plans, or any foreign law or regulation relating to employee benefit plans. No fact or event exists that presents a risk to the Company (or after the Closing, the Purchaser or any of its Affiliates) of incurring any such liability. Without limiting the foregoing, except as could not reasonably be expected to result in material liability (A) there has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan, and (B) no complete or partial termination has occurred within the five years preceding the date hereof with respect to any Plan. No asset of the Company is the subject of any lien arising under ERISA or Section 412 of the Code. The Company has not, since October 3, 2004, (x) granted to any person an interest in a “nonqualified deferred compensation plan (as defined in section 409A(d)(1) of the Code) which interest has been or, upon the lapse of a substantial risk of forfeiture with respect to such interest, will be subject to the tax imposed by section 409A(a)(1)(B) or (b)(4) of the Code, or (y) modified the terms of any nonqualified deferred compensation plan in a manner that could cause an interest previously granted under such plan to become subject to the tax imposed by section 409A(a)(1)(B) or (b)(4) of the Code. All plans that are “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) are listed on Section 3.20(e) of the Disclosure Schedule.

Absence of Certain Liabilities and Events. The Company has no (and has not had any) ERISA Affiliates. The Company has not incurred any liability pursuant to Title I or IV of ERISA, or any liability pursuant to the penalty, excise tax, or joint and several liability provisions of the those sections of the Code related to employee benefit plans, or any foreign law or regulation relating to employee benefit plans. No fact or event exists that presents a risk to the Company (or after the Closing, the Purchaser or any of its Affiliates) of incurring any such liability. Without limiting the foregoing, except as could not reasonably be expected to result in material liability (A) there There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) other than a transaction that is subject to a statutory, class or individual exemption with respect to any Plan. Except as would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any Subsidiary has incurred any liability for any penalty or tax arising under Section 4971, 4972, 4979, 4980, 4980B, 4980D, 4980E, 4980F, 4980G or 6652 of the Code or any liability under Section 502 of ERISA. Except as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any of its ERISA Affiliates has incurred any liability under, arising out of or by operation of Title IV of ERISA (Bother than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), including any liability in connection with (i) no 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. 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 asset reportable event (within the meaning of Section 4043 of ERISA) for which the reportable event has not been waived has occurred 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. None of the assets of the Company or any of its ERISA Affiliates is the subject of any lien arising under Section 303(k) of ERISA or Section 412 of the Code. The Company has not, since October 3, 2004, (x) granted to any person an interest in a “nonqualified deferred compensation plan (as defined in section 409A(d)(1) of the Code) which interest has been or, upon the lapse of a substantial risk of forfeiture with respect to such interest, will be subject to the tax imposed by section 409A(a)(1)(B) or (b)(4430(k) of the Code, and, to the knowledge of the Company, no fact or (y) modified event exists which could reasonably be expected to give rise to any such lien. None of the terms of any nonqualified deferred compensation plan in a manner that could cause an interest previously granted under such plan to become Plans is subject to the tax imposed by section 409A(a)(1)(B) limitations on Plan benefits or (b)(4) benefit accruals set forth in Section 436 of the Code. All plans that are “nonqualified deferred compensation plans” (within , and, to the meaning of Section 409A knowledge of the Code) are listed on Section 3.20(e) Company, no facts exist which could reasonably be expected to result in the imposition of such limitations in the Disclosure Schedulecurrent 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 plan or in connection with the transactions contemplated by this Agreement.

Absence of Certain Liabilities and Events. The Company has no (and has not had any) ERISA Affiliates. The Company has not incurred any liability pursuant to Title I or IV of ERISA, or any liability pursuant to the penalty, excise tax, or joint and several liability provisions of the those sections of the Code related to employee benefit plans, or any foreign law or regulation relating to employee benefit plans. No fact or event exists that presents a risk to the Company (or after the Closing, the Purchaser or any of its Affiliates) of incurring any such liability. Without limiting the foregoing, except as could not reasonably be expected to result in material liability (A) there There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Seller Benefit Plan. Seller has not incurred any liability for any excise tax arising under Section 4971, 4972, 4980 or 4980B of the Code and no fact or event exists which could give rise to any such liability. 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, 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 (B) no fact or event exists 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 asset 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 Company 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 Assets and the Business, is the subject of any lien arising under Section 302(f) of ERISA or Section 412 of the Code. The Company has not, since October 3, 2004, (x) granted to any person an interest in a “nonqualified deferred compensation plan (as defined in section 409A(d)(1412(n) of the Code) which interest ; Seller has not been or, upon the lapse required to post any security under Section 307 of a substantial risk of forfeiture with respect to such interest, will be subject to the tax imposed by section 409A(a)(1)(B) ERISA or (b)(4Section 401(a)(29) of the Code, ; and no fact or (y) modified the terms of event exists which could give rise to any nonqualified deferred compensation plan such lien or requirement to post any such security. Except as set forth in a manner that could cause an interest previously granted under such plan to become subject to the tax imposed by section 409A(a)(1)(B) or (b)(4Section 3.17(h) of the Code. All plans that are “nonqualified deferred compensation plans” (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 409A 1.401(a)-4 of the Code) are listed on Section 3.20(e) of Regulations or announced or planned any such action or program for the Disclosure Schedulefuture.

Absence of Certain Liabilities and Events. The Company has no (and has not had any) ERISA Affiliates. The Company has not incurred any liability pursuant to Title I or IV of ERISA, or any liability pursuant to the penalty, excise tax, or joint and several liability provisions of the those sections of the Code related to employee benefit plans, or any foreign law or regulation relating to employee benefit plans. No fact or event exists that presents a risk to the Company (or after the Closing, the Purchaser or any of its Affiliates) of incurring any such liability. Without limiting the foregoing, except as could not reasonably be expected to result in material liability (A) there There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan. The Company has not incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA, and no fact or event exists which could give rise to any such liability. The Company has not incurred any liability under, arising out of or by operation of Title IV of ERISA (Bother than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course), 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 (within the meaning of Section 3(37) or 4001(a)(3) of ERISA) or multiple employer plan (within the meaning of 4063 or 4064 of ERISA), and no fact or event exists 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 asset 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 Code), whether or not waived, as of the most recently ended plan year of such Plan. None of the assets of the Company is the subject of any lien arising under Section 302(f) of ERISA or Section 412 of the Code. The Company has not, since October 3, 2004, (x) granted to any person an interest in a “nonqualified deferred compensation plan (as defined in section 409A(d)(1412(n) of the Code) which interest ; the Company has not been or, upon the lapse required to post any security under Section 307 of a substantial risk of forfeiture with respect to such interest, will be subject to the tax imposed by section 409A(a)(1)(B) ERISA or (b)(4Section 401(a)(29) of the Code, ; and no fact or (y) modified the terms of event exists which could give rise to any nonqualified deferred compensation plan in a manner that could cause an interest previously granted under such plan lien or requirement to become subject to the tax imposed by section 409A(a)(1)(B) or (b)(4) of the Code. All plans that are “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) are listed on Section 3.20(e) of the Disclosure Schedulepost any such security.

Absence of Certain Liabilities and Events. The Company has no (and has not had any) ERISA Affiliates. The Company has not incurred any liability pursuant to Title I or IV of ERISA, or any liability pursuant to the penalty, excise tax, or joint and several liability provisions of the those sections of the Code related to employee benefit plans, or any foreign law or regulation relating to employee benefit plans. No fact or event exists that presents a risk to the Company (or after the Closing, the Purchaser or any of its Affiliates) of incurring any such liability. Without limiting the foregoing, except as could not reasonably be expected to result in material liability (A) there There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan. Except as set forth in Schedule 3.15(e), and the Companies have not incurred any liability for any penalty or tax arising under Section 4971, 4972, 4980, 4980B or 6652 of the Code or any liability under Section 502 of ERISA. None of the Companies has incurred any liability under, arising out of or by operation of Title IV of ERISA, including without limitation any liability in connection with (Bi) 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), no complete or partial termination has occurred within the five years preceding the date hereof with respect to any Plan. No asset 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 or ERISA. No Plan had an accumulated funding deficiency (within the meaning of Section 302 of ERISA or Section 412 of the Company 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 Companies is the subject of any lien arising under Section 302(f) of ERISA or Section 412 of the Code. The Company has not, since October 3, 2004, (x) granted to any person an interest in a “nonqualified deferred compensation plan (as defined in section 409A(d)(1412(n) of the Code) which interest ; none of the Companies has been or, upon the lapse required to post any security under Section 307 of a substantial risk of forfeiture with respect to such interest, will be subject to the tax imposed by section 409A(a)(1)(B) ERISA or (b)(4Section 401(a)(29) of the 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 (yother than routine claims for benefits) modified pending or threatened against any Plan and there is no contract or arrangement with respect to which any of the terms Companies are directly or indirectly liable that would result in the payment of any nonqualified deferred compensation plan in a manner amount that could cause an interest previously granted under such plan to become subject to the tax imposed would not, by section 409A(a)(1)(B) or (b)(4) operation of the Code. All plans that are “nonqualified deferred compensation plans” (within the meaning of Code Section 409A of the Code) are listed on Section 3.20(e) of the Disclosure Schedule280G, be deductible.

Absence of Certain Liabilities and Events. The Company has no (and has not had any) ERISA Affiliates. The Company has not incurred any liability pursuant to Title I or IV of ERISA, or any liability pursuant to the penalty, excise tax, or joint and several liability provisions of the those sections of the Code related to employee benefit plans, or any foreign law or regulation relating to employee benefit plans. No fact or event exists that presents a risk to the Company (or after the Closing, the Purchaser or any of its Affiliates) of incurring any such liability. Without limiting the foregoing, except as could not reasonably be expected to result in material liability (A) there There has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the 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 IRC or any liability under Section 502 of ERISA and no fact or event exists 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, 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 (within the meaning of Section 3(37) or 4001(a)(3) of ERISA, and (Bno fact or event exists which could give rise to any such liability. 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 asset 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 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 of the Code. The Company has not, since October 3, 2004, (x) granted to any person an interest in a “nonqualified deferred compensation plan (as defined in section 409A(d)(1412(n) of the Code) which interest ; neither the Company nor any Subsidiary has been or, upon the lapse required to post any security under Section 307 of a substantial risk of forfeiture with respect to such interest, will be subject to the tax imposed by section 409A(a)(1)(B) ERISA or (b)(4Section 401(a)(29) of the Code, ; and no fact or (y) modified the terms of event exists which could give rise to any nonqualified deferred compensation plan in a manner that could cause an interest previously granted under such plan lien or requirement to become subject to the tax imposed by section 409A(a)(1)(B) or (b)(4) of the Code. All plans that are “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) are listed on Section 3.20(e) of the Disclosure Schedulepost any such security.

Absence of Certain Liabilities and Events. The Company has no (and has not had any) ERISA Affiliates. The Company has not incurred any liability pursuant to Title I or IV of ERISA, or any liability pursuant to To the penalty, excise tax, or joint and several liability provisions knowledge of the those sections of the Code related to employee benefit plansSellers, or any foreign law or regulation relating to employee benefit plans. No fact or event exists that presents a risk to the Company (or after the Closing, the Purchaser or any of its Affiliates) of incurring any such liability. Without limiting the foregoing, except as could not reasonably be expected to result in material liability (A) there has been no non-exempt prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) with respect to any Plan. To the knowledge of the Sellers, and no member of the Steadi Group has incurred any liability for any excise tax arising under Section 4971, 4972, 4980 or 4980B of the Code and, to the knowledge of the Sellers, no fact or event exists which could give rise to any such liability. To the 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 (B) other than liability for premiums to the Pension Benefit Guaranty Corporation arising in the ordinary course); and, to the knowledge of the Sellers, no fact or event exists which could give rise to any such liability. 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 Plan subject to Title IV of ERISA. 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. 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 Code), whether or not waived, as of the most recently ended plan year of such Plan. No asset None of the Company assets of any member of the Steadi Group is the subject of any lien arising under Section 302(f) of ERISA or Section 412 of the Code. The Company has not, since October 3, 2004, (x) granted to any person an interest in a “nonqualified deferred compensation plan (as defined in section 409A(d)(1412(n) of the Code) which interest ; no member of the Steadi Group has been or, upon the lapse required to post any security under Section 307 of a substantial risk of forfeiture with respect to such interest, will be subject to the tax imposed by section 409A(a)(1)(B) ERISA or (b)(4Section 401(a)(29) of the Code; and, or (y) modified the terms of any nonqualified deferred compensation plan in a manner that could cause an interest previously granted under such plan to become subject to the tax imposed by section 409A(a)(1)(B) or (b)(4) knowledge of the Code. All plans that are “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) are listed on Section 3.20(e) of the Disclosure ScheduleSellers, no fact or event exists which could give rise to any such lien or requirement to post any such security.