Common use of Administrative Compliance Clause in Contracts

Administrative Compliance. Except as set forth on Schedule 3.19.6, each Plan is now and has been operated in all material respects in accordance with the requirements of all applicable Laws, including, without limitation, ERISA, the Health Insurance Portability and Accountability Act of 1996 and the Code, the Age Discrimination in Employment Act, Family and Medical Leave Act, the American with Disabilities Act, the Equal Pay Act, and Title VII of the Civil Rights Act of 1964, and the regulations and authorities published thereunder. The Company has performed all material obligations required to be performed by it under, is not in any respect in default under or in violation of, and the Stockholder has no knowledge of any default or violation by any Person under any Plan. Except as set forth on Schedule 3.10, no legal action, suit, audit, investigation or claim is pending or, to the knowledge of the Stockholder, threatened with respect to any Plan (other than claims for benefits in the ordinary course), and no fact, event or condition exists that would be reasonably likely to provide a legal basis for any such action, suit, audit, investigation or claim. All reports, disclosures, notices and filings with respect to such Plans required to be made to employees, participants, beneficiaries, alternate payees and any Governmental or Regulatory Authority have been timely made or an extension has been timely obtained. With respect to any insurance policy providing funding for benefits or an investment alternative under any Plan, except as set forth on Schedule 3.19.6, (i) no liability or loss shall be incurred by Purchaser or any such Plan in the nature of a retroactive rate adjustment, loss sharing arrangement or other liability or loss, and (ii) no insurance company issuing any such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the knowledge of the Stockholder, no such proceedings with respect to any insurer are imminent.

Appears in 1 contract

Samples: Stock Purchase Agreement (Aquantive Inc)

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Administrative Compliance. Except as set forth on Schedule 3.19.6, each Each Plan is now and has been operated in all material respects in accordance with the requirements of its terms and with all applicable Laws, including, without limitation, ERISA, the Health Insurance Portability and Accountability Act of 1996 (as amended by the Health Information Technology for Economic and Clinical Health Act) and the Code, including, without limitation, all nondiscrimination and minimum coverage requirements of Sections 401(a) and 410(b) thereof, the Age Discrimination in Employment Act, Family and Medical Leave Act, the American Americans with Disabilities Act, the Equal Pay Act, and Title VII of the Civil Rights Act of 1964, and the health care continuation coverage provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, and the regulations and authorities published thereunder. The Each of WWG, TEAM, O-A, Pulse, the Company and any Subsidiary has performed all material obligations required to be performed by it under, is not in any respect in default under or in violation of, and the Stockholder WWG has no knowledge of any default or violation by any Person under under, any Plan. Except as set forth on Schedule 3.103.9, no legal action, suit, audit, investigation or claim is pending or, to the knowledge of the Stockholder, or threatened with respect to any Plan (other than claims for benefits in the ordinary course), and no fact, event or condition exists that would be reasonably likely to provide a legal basis for any such action, suit, audit, investigation or claim. All reports, disclosures, notices and filings with respect to such Plans required to be made to employees, participants, beneficiaries, alternate payees and any Governmental or Regulatory Authority have been timely made or an extension has been timely obtained. With respect to any insurance policy providing funding for benefits or an investment alternative under any Plan, except as set forth on Schedule 3.19.6, (i) no liability or loss shall be incurred by Purchaser the Company or any Subsidiary or any such Plan in the nature of a retroactive rate adjustment, loss sharing arrangement or other liability or loss, and (ii) no insurance company issuing any such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the knowledge of the StockholderWWG, no such proceedings with respect to any insurer are imminent.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (MDC Partners Inc)

Administrative Compliance. Except as set forth on Schedule 3.19.6, each Each Plan is now and has been operated in all material respects in accordance with the requirements of its terms and with all applicable Laws, including, without limitation, ERISA, the Health Insurance Portability and Accountability Act of 1996 (as amended by the Health Information Technology for Economic and Clinical Health Act) and the Code, including, without limitation, all nondiscrimination and minimum coverage requirements of Sections 401(a) and 410(b) thereof, the Age Discrimination in Employment Act, Family and Medical Leave Act, the American Americans with Disabilities Act, the Equal Pay Act, and Title VII of the Civil Rights Act of 1964, and the health care continuation coverage provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, and the regulations and authorities published thereunder. The Each of IMS Holdco and the Company has performed all material obligations required to be performed by it under, is not in any respect in default under or in violation of, and the Stockholder has Principals have no knowledge of any default or violation by any Person under under, any Plan. Except as set forth on Schedule 3.103.9, no legal action, suit, audit, investigation or claim is pending or, to the knowledge of the Stockholder, or threatened with respect to any Plan (other than claims for benefits in the ordinary course), and no fact, event or condition exists that would be reasonably likely to provide a legal basis for any such action, suit, audit, investigation or claim. All reports, disclosures, notices and filings with respect to such Plans required to be made to employees, participants, beneficiaries, alternate payees and any Governmental or Regulatory Authority have been timely made or an extension has been timely obtained. With respect to any insurance policy providing funding for benefits or an investment alternative under any Plan, except as set forth on Schedule 3.19.6, (i) no liability or loss shall be incurred by Purchaser the Company or any such Plan in the nature of a retroactive rate adjustment, loss sharing arrangement or other liability or loss, and (ii) no insurance company issuing any such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the knowledge of the StockholderPrincipals, no such proceedings with respect to any insurer are imminent.

Appears in 1 contract

Samples: Membership Unit Purchase Agreement (MDC Partners Inc)

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Administrative Compliance. Except as set forth on Schedule 3.19.6, each Each Plan is now and has been operated in all material respects in accordance with its terms and with the requirements of its terms and with all applicable Laws, including, without limitation, ERISA, the Health Insurance Portability and Accountability Act of 1996 (as amended by the Health Information Technology for Economic and Clinical Health Act) and the Code, including, without limitation, all nondiscrimination and minimum coverage requirements of Sections 401(a) and 410(b) thereof, the Age Discrimination in Employment Act, the Family and Medical Leave Act, the American with Americans With Disabilities Act, the Equal Pay Act, and Title VII of the Civil Rights Act of 1964, and the health care continuation coverage provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, the Patient Protection and Affordable Care Act, and the regulations and authorities published thereunder. The Company has performed all material obligations required to be performed by it under, and is not in any respect in default under or in violation of, and the Stockholder Company has no knowledge of any default or violation by any Person under under, any Plan. Except as set forth on Schedule 3.10, no legal action, suit, audit, investigation or claim claim, is pending or, to the knowledge of the Stockholder, or threatened with respect to any Plan (other than claims for benefits in the ordinary course), and no fact, event or condition exists that would be reasonably likely to provide a legal basis for any such action, suit, audit, investigation or claim. All reports, disclosures, notices and filings with respect to such Plans required to be made to employees, participants, beneficiaries, alternate payees payees, qualified beneficiaries (as defined in the Code) and any Governmental or Regulatory Authority have been timely made or an extension has been timely obtained. With respect to any insurance policy providing funding for benefits or an investment alternative under any Plan, except as set forth on Schedule 3.19.6, (i) no liability or loss shall be incurred by the Purchaser or any such Plan in the nature of a retroactive rate adjustment, loss sharing arrangement or other retroactive liability or loss, and (ii) no insurance company issuing any such policy is in receivership, conservatorship, liquidation or similar proceeding and, to the knowledge of the StockholderCompany, no such proceedings with respect to any insurer are imminent.

Appears in 1 contract

Samples: Asset Purchase Agreement (Majesco Entertainment Co)

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