Common use of As to all Employee Benefit Plans Clause in Contracts

As to all Employee Benefit Plans. (i) All Employee Benefit Plans comply and have been administered in form and in operation in all material respects with all applicable requirements of Law, and no event has occurred which will or could cause any such Employee Benefit Plan to fail to comply with such requirements and no notice has been issued by any governmental authority questioning or challenging such compliance. (ii) All Employee Benefit Plans which are employee pension benefit plans comply in all material respects in form and in operation with all applicable requirements of sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"); there have been no amendments to such plans which are not the subject of a favorable determination letter issued with respect thereto by the Internal Revenue Service or for which the time to file a timely request for a determination letter has lapsed; and no event has occurred which will or could give rise to disqualification of any such plan under such sections or to a tax under section 511 of the Code. (iii) None of the assets of any Employee Benefit Plan are invested in employer securities or employer real property. (iv) There have been no "prohibited transactions" (as described in section 406 of ERISA or section 4975 of the Code) with respect to any Employee Benefit Plan and none of the Company or any of its Subsidiaries has engaged in any prohibited transaction. (v) There have been no acts or omissions by the Company which have given rise to or may give rise to fines, penalties, taxes or related charges under section 502 of ERISA or Chapters 43, 47 or 68 of the Code for which the Company or any of its Subsidiaries may be liable. (vi) Except as set forth in Section 4.9(c) of the Company Disclosure Schedule, none of the payments contemplated by the Employee Benefit Plans would, in the aggregate, constitute excess parachute payments (as defined in section 280G of the Code (without regard to subsection (b)(4) thereof)). (vii) There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Employee Benefit Plan or the assets thereof and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits). (viii) No Employee Benefit Plan is subject to Title IV of ERISA. (ix) Each Employee Benefit Plan which constitutes a "group health plan" (as defined in section 607(i) of ERISA or section 4980B(g)(2) of the Code), including any plans of current and former Affiliates which must be taken into account under sections 4980B and 414(t) of the Code or section 601 of ERISA, have been operated in material compliance with applicable law, including coverage requirements of section 4980B of the Code and section 601 of ERISA to the extent such requirements are applicable, except where failure to do so would not have a Company Material Adverse Effect. (x) None of the Company or any of its Subsidiaries has any liability or contingent liability for providing, under any Employee Benefit Plan or otherwise, any post-retirement medical or life insurance benefits, other than statutory liability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and section 4980B of the Code. (xi) Actuarially adequate accruals for all obligations under the Employee Benefit Plans are reflected in the financial statements of the Company and such obligations include a pro rata amount of the contributions and PBGC premiums which would otherwise have been made in accordance with past practices and applicable law for the plan years which include the Closing Date.

As to all Employee Benefit Plans. (i) All Employee Benefit Plans comply and have been administered in form and in operation in all material respects in accordance with their terms and with all applicable requirements of Lawlaw (including, in the case of any Employee Benefit Plan which is an employee pension benefit plan, the requirements of sections 401(a) and 501(a) of the Code), and no event has occurred which will or could cause any such Employee Benefit Plan to fail to comply with such requirements and no notice has been issued by any governmental authority questioning or challenging such compliance. (ii) All Each Employee Benefit Plans Plan which are is an employee pension benefit plans comply in all material respects in form and in operation with all applicable requirements of sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"); there have been no amendments to such plans which are not plan is the subject of a favorable determination letter issued with respect thereto by the Internal Revenue Service or ("IRS") with respect to the qualified status of such plan under section 401(a) of the Code and the tax-exempt status of any trust which forms a part of such plan under section 501(a) of the Code; all amendments to any such plan for which the time to file remedial amendment period (within the meaning of section 401(b) of the Code and applicable regulations) has expired are covered by a timely request for a favorable IRS determination letter has lapsedletter; and no event has occurred which will or could give rise to disqualification of any such plan under such sections or to a tax under section 511 of the Code. (iii) None of the assets of any Employee Benefit Plan are invested in employer securities or employer real property. (iv) There have been no "prohibited transactions" (as described in section 406 of ERISA or section 4975 of the Code) with respect to any Employee Benefit Plan and none of the Company Seller or any of its Subsidiaries ERISA Affiliates has engaged in any prohibited transaction. (v) There have been no acts or omissions by the Company Seller or any of its ERISA Affiliates which have given rise to or may give rise to fines, penalties, taxes or related charges under section 502 of ERISA or Chapters 43, 47 47, 68 or 68 100 of the Code for which the Company Seller or any of its Subsidiaries may be liable. (vi) Except as set forth in Section 4.9(c) of the Company Disclosure Schedule, none None of the payments contemplated by the Employee Benefit Plans would, in the aggregate, constitute excess parachute payments (as defined in section 280G of the Code (without regard to subsection (b)(4) thereof))) or would exceed the amount deductible pursuant to section 162(m) of the Code. (vii) There are no actions, suits or claims (other than routine claims for benefits) pending or threatened involving any Employee Benefit Plan or the assets thereof and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits). (viii) No Employee Benefit Plan is subject to Title IV of ERISA. (ix) Each Employee Benefit Plan which constitutes a "group health plan" (as defined in section 607(i) of ERISA or section 4980B(g)(2) of the Code), including any plans of current and former Affiliates affiliates which must be taken into account under sections 4980B and 414(t) of the Code or section 601 sections 601-608 of ERISA, have been operated in material compliance with applicable law, including continuation coverage requirements of section 4980B of the Code and section 601 of ERISA and the portability and nondiscrimination requirements of sections 9801 and 9802 of the Code and sections 701-707 of ERISA, to the extent such requirements are applicable, except where failure to do so would not have a Company Material Adverse Effect. (x) None Except with respect to certain of the Company or employment agreements listed on Schedule 3.14, neither the Seller nor any of its Subsidiaries has any liability or contingent liability for providing, under any Employee Benefit Plan or otherwise, any post-retirement medical or life insurance benefits, other than statutory liability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and section 4980B of the Code. (xi) Actuarially adequate accruals for all obligations under the Employee Benefit Plans are reflected in the financial statements of the Company Seller and such obligations include a pro rata amount of the contributions and PBGC premiums which would otherwise have been made in accordance with past practices and applicable law for the plan years which include the Closing Date.

As to all Employee Benefit Plans. (i) All Employee Benefit Plans comply and have been administered in form and in operation in all material respects with all applicable requirements of Law, and no event has occurred which will or could cause any such Employee Benefit Plan to fail to comply with such requirements and no notice has been issued by any governmental authority questioning or challenging such compliance. (ii) All Employee Benefit Plans which are employee pension benefit plans comply in all material respects in form and in operation with all applicable requirements of sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"); there have been no amendments to such plans which are not the subject of a favorable determination letter issued with respect thereto by the Internal Revenue Service or for which the time to file a timely request for a determination letter has lapsed; and no event has occurred which will or could give rise to disqualification of any such plan under such sections or to a tax under section 511 of the Code. (iii) None of the assets of any Employee Benefit Plan are invested in employer securities or employer real property. (iv) There have been no "prohibited transactions" (as described in section 406 of ERISA or section 4975 of the Code) with respect to any Employee Benefit Plan and none of the Company or any of its Subsidiaries has engaged in any prohibited transaction. (v) There have been no acts or omissions by the Company which have given rise to or may give rise to fines, penalties, taxes or related charges under section 502 of ERISA or Chapters 43, 47 or 68 of the Code for which the Company or any of its Subsidiaries may be liable. (vi) Except as set forth in Section SECTION 4.9(c) of the Company Disclosure Schedule, none of the payments contemplated by the Employee Benefit Plans would, in the aggregate, constitute excess parachute payments (as defined in section 280G of the Code (without regard to subsection (b)(4) thereof)). (vii) There are no actions, suits or claims (other than routine claims for benefits) pending benefits)pending or threatened involving any Employee Benefit Plan or the assets thereof and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits). (viii) No Employee Benefit Plan is subject to Title IV of ERISA. (ix) Each Employee Benefit Plan which constitutes a "group health plan" (as defined in section 607(i) of ERISA or section 4980B(g)(2) of the Code), including any plans of current and former Affiliates which must be taken into account under sections 4980B and 414(t) of the Code or section 601 of ERISA, have been operated in material compliance with applicable law, including coverage requirements of section 4980B of the Code and section 601 of ERISA to the extent such requirements are applicable, except where failure to do so would not have a Company Material Adverse Effect. (x) None of the Company or any of its Subsidiaries has any liability or contingent liability for providing, under any Employee Benefit Plan or otherwise, any post-retirement medical or life insurance benefits, other than statutory liability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and section 4980B of the Code. (xi) Actuarially adequate accruals for all obligations under the Employee Benefit Plans are reflected in the financial statements of the Company and such obligations include a pro rata amount of the contributions and PBGC premiums which would otherwise have been made in accordance with past practices and applicable law for the plan years which include the Closing Date.

As to all Employee Benefit Plans. (i) All Employee Benefit Plans comply and have been administered in form and in operation in all material respects in accordance with their terms and with all applicable requirements of Lawlaw (including, in the case of any Employee Benefit Plan which is an employee pension benefit plan, the requirements of Sections 401(a) and 501(a) of the Code), and no event has occurred which will or could cause any such Employee Benefit Plan to fail to comply with such requirements and no written notice has been issued by any governmental authority questioning or Governmental Entity challenging such compliance. (ii) All Each Employee Benefit Plans Plan which are is an employee pension benefit plans comply in all material respects in form and in operation with all applicable requirements of sections 401(a) and 501(a) of the Internal Revenue Code of 1986, as amended (the "Code"); there have been no amendments to such plans which are not plan is the subject of a favorable determination letter issued by the IRS with respect thereto by to the Internal Revenue Service or qualified status of such plan under Section 401(a) of the Code and the tax-exempt status of any trust which forms a part of such plan under Section 501(a) of the Code; all amendments to any such plan for which the time to file remedial amendment period (within the meaning of Section 401(b) of the Code and applicable regulations) has expired are covered by a timely request for a favorable IRS determination letter has lapsedletter; and no event has occurred which will or could give rise to disqualification since the date of any such plan under determination that would materially and adversely affect such sections or to a tax under section 511 of the Codequalification. (iii) None of the assets of any Employee Benefit Plan are invested in employer securities or employer real property. (iv) There have been no "prohibited transactions" (as described in section Section 406 of ERISA or section Section 4975 of the Code) with respect to any Employee Benefit Plan and none of neither the Company or nor any of its Subsidiaries has engaged in any prohibited transaction. (v) There have been no acts or omissions by either the Company nor any of its Subsidiaries nor any of their respective ERISA Affiliates which have given rise to or may give rise to fines, penalties, taxes or related charges under section Section 502 of ERISA or Chapters 43, 47 or 68 of the Code for which the Company or any of its Subsidiaries may be liable. (vi) Except as set forth in Section 4.9(c) of the Company Disclosure Schedule, none of the payments contemplated by the Employee Benefit Plans would, in the aggregate, constitute excess parachute payments (as defined in section 280G of the Code (without regard to subsection (b)(4) thereof)). (vii) There are no actions, suits or claims (other than routine claims for benefits) pending or or, to the knowledge of the Company, threatened involving any Employee Benefit Plan or the assets thereof and no facts exist which could give rise to any such actions, suits or claims (other than routine claims for benefits). (viiivii) No Employee Benefit Plan is subject to Title IV of ERISA and no Employee Benefit Plan is a multiemployer plan (within the meaning of Section 3(37) of ERISA). (ixviii) Each Employee Benefit Plan which constitutes a "group health plan" (as defined in section Section 607(i) of ERISA or section Section 4980B(g)(2) of the Code), including any plans of current and former Affiliates affiliates which must be taken into account under sections Sections 4980B and 414(t) of the Code or section 601 Sections 601-608 of ERISA, have been operated in material compliance with applicable lawLaw, including continuation coverage requirements of section Section 4980B of the Code and section Section 601 of ERISA and the portability and nondiscrimination requirements of Sections 9801 and 9802 of the Code and Sections 701-707 of ERISA, to the extent such requirements are applicable, except where failure to do so would not have a Company Material Adverse Effect. (xix) None Except as set forth in Section 3.8(c) of the Disclosure Schedule, neither the Company or nor any of its Subsidiaries has any liability or contingent liability for providing, under any Employee Benefit Plan or otherwise, any post-retirement postretirement medical or life insurance benefits, other than statutory liability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and section Section 4980B of the Code. (xix) Actuarially adequate accruals for all obligations under There has been no act or omission that would impair the Employee Benefit Plans are reflected in the financial statements ability of the Company and such obligations include a pro rata amount or any of the contributions and PBGC premiums which would otherwise have been made in accordance with past practices and applicable law for the plan years which include the Closing Dateits Subsidiaries (or any successor thereto) to unilaterally amend or terminate any Employee Benefit Plan.