Common use of Benefit Plans and Agreements Clause in Contracts

Benefit Plans and Agreements. Except as would not, individually or in the aggregate, have a Material Adverse Effect: (a) The Company and all Affiliates have substantially performed all obligations required to be performed by them under, are not in default or violation of, and have no knowledge of any default or violation by any other party to, the terms of any Employee Plan, and each Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable legal requirements, including, without limitation, ERISA and the Code. (b) The Company has no liabilities under its Employee Plans, other than (i) routine claims for benefits, (ii) funding obligations pursuant to the terms of such Employee Plans, and (iii) taxes due in the normal course that may be paid prior to their due date. (c) The Company does not maintain, administer or contribute to, has never maintained, administered or contributed to, and has no liability under any employee benefit plan (i) that is subject to Title IV of ERISA; (ii) that is a "multiemployer plan" as defined in Section 3(37) of ERISA; or (iii) that is not subject to United States law or that covers or has covered employees of the Company or of an Affiliate whose services are performed primarily outside of the United States. (d) Except as set forth on Schedule 4.17, with respect to any Employee Plan, as of the Closing Date, there will have been no prohibited transactions (as defined in Section 4975(c) of the Code and Section 406 of ERISA) that could result in the imposition of a liability against the Company or reportable events (as defined in Section 4043(b) of ERISA and regulations thereunder). (e) The Company has no liability with respect to any Employee Plan that is maintained or contributed to by an Affiliate. (f) No Employee Plan provides (except at no cost to the Company or any Affiliate), or represents any liability of the Company or any Affiliate to provide, retiree life insurance, retiree health or other retiree employee welfare benefits to any person for any reason, except as may be required by Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable legal requirements.

Benefit Plans and Agreements. Except None of Holdings, the Borrower or any Subsidiary will (i) become the sponsor of, incur any responsibility to contribute to or otherwise incur actual or potential liability with respect to, any Benefit Plan, (ii) allow any “employee benefit plan” as defined in section 3(3) of ERISA that provides retirement benefits and that is sponsored by Holdings, the Borrower, any Subsidiary or any of their ERISA Affiliates (or under which any of these entities has any actual or potential liability) and is intended to be tax qualified under section 401 of the Code to be disqualified, (iii) allow the assets of any tax qualified retirement plan to become invested in Capital Securities of the Borrower or any Subsidiary, (iv) allow any employee benefit plan, program or arrangement sponsored, maintained, contributed to or required to be contributed to by Holdings, the Borrower or any Subsidiary (or under which any of these entities has any actual or potential liability) to fail to comply in all material respects with its terms and applicable law except for non-compliance that would notnot reasonably (x) be expected, individually or in the aggregate, have a Material Adverse Effect: to result in liabilities in excess of $[***] or (ay) The Company and all Affiliates have substantially performed all obligations required be likely to be performed by them underadversely affect this Agreement or the transaction contemplated hereby, are not in default or violation of, and have no knowledge of any default or violation by any other party to, the terms of any Employee Plan, and each Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable legal requirements, including, without limitation, ERISA and the Code. (bv) The Company has no liabilities under its Employee Plans, other than (i) routine claims for benefits, (ii) funding obligations pursuant to the terms of such Employee Plans, and (iii) taxes due in the normal course that may be paid prior to their due date. (c) The Company does not maintain, administer or contribute to, has never maintained, administered or contributed to, and has no liability under allow any employee benefit plan (i) that is subject to Title IV of ERISA; (ii) that is a "multiemployer plan" as defined in Section 3(37section 3(3) of ERISA; ERISA that provides medical, dental, vision or (iii) long-term disability benefits and that is not subject sponsored by Holdings, the Borrower, any Subsidiary or any of their ERISA Affiliates (or under which any of these entities has any actual or potential liability) to United States law or that covers or has covered employees of become self-insured, except to the Company or of an Affiliate whose services are performed primarily outside of the United States. (d) Except as set forth on Schedule 4.17, extent already self-insured with respect to the Borrower’s short-term disability program for salaried employees and health reimbursement accounts for all of its employees. None of Holdings, the Borrower or any Employee PlanSubsidiary will enter into any employment, as of the Closing Date, there will have been no prohibited transactions (as defined in Section 4975(c) of the Code and Section 406 of ERISA) that could result severance or tax gross-up agreement or grant any equity awards other than in the imposition course of a liability against ordinary business or consistent with past practice; provided that this sentence shall not restrict Holdings’ ability to allow the Company or reportable events (as defined assets of any tax qualified retirement plan to become invested in Section 4043(b) Capital Securities of ERISA and regulations thereunder)Holdings. (e) The Company has no liability with respect to any Employee Plan that is maintained or contributed to by an Affiliate. (f) No Employee Plan provides (except at no cost to the Company or any Affiliate), or represents any liability of the Company or any Affiliate to provide, retiree life insurance, retiree health or other retiree employee welfare benefits to any person for any reason, except as may be required by Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable legal requirements.

Benefit Plans and Agreements. Except None of Holdings, the Borrower or any Subsidiary will (i) become the sponsor of, incur any responsibility to contribute to or otherwise incur actual or potential liability with respect to, any Benefit Plan, (ii) allow any “employee benefit plan” as defined in section 3(3) of ERISA that provides retirement benefits and that is sponsored by Holdings, the Borrower, any Subsidiary or any of their ERISA Affiliates (or under which any of these entities has any actual or potential liability) and is intended to be tax qualified under section 401 of the Code to be disqualified, (iii) allow the assets of any tax qualified retirement plan to become invested in Capital Securities of the Borrower or any Subsidiary, (iv) allow any employee benefit plan, program or arrangement sponsored, maintained, contributed to or required to be contributed to by Holdings, the Borrower or any Subsidiary (or under which any of these entities has any actual or potential liability) to fail to comply in all material respects with its terms and applicable law except for non-compliance that would notnot reasonably (x) be expected, individually or in the aggregate, have a Material Adverse Effect: to result in liabilities in excess of $500,000 or (ay) The Company and all Affiliates have substantially performed all obligations required be likely to be performed by them underadversely affect this Agreement or the transaction contemplated hereby, are not in default or violation of, and have no knowledge of any default or violation by any other party to, the terms of any Employee Plan, and each Employee Plan has been established and maintained substantially in accordance with its terms and in substantial compliance with all applicable legal requirements, including, without limitation, ERISA and the Code. (bv) The Company has no liabilities under its Employee Plans, other than (i) routine claims for benefits, (ii) funding obligations pursuant to the terms of such Employee Plans, and (iii) taxes due in the normal course that may be paid prior to their due date. (c) The Company does not maintain, administer or contribute to, has never maintained, administered or contributed to, and has no liability under allow any employee benefit plan (i) that is subject to Title IV of ERISA; (ii) that is a "multiemployer plan" as defined in Section 3(37section 3(3) of ERISA; ERISA that provides medical, dental, vision or (iii) long-term disability benefits and that is not subject sponsored by Holdings, the Borrower, any Subsidiary or any of their ERISA Affiliates (or under which any of these entities has any actual or potential liability) to United States law or that covers or has covered employees of become self-insured, except to the Company or of an Affiliate whose services are performed primarily outside of the United States. (d) Except as set forth on Schedule 4.17, extent already self-insured with respect to the Borrower’s short-term disability program for salaried employees and health reimbursement accounts for all of its employees. None of Holdings, the Borrower or any Employee PlanSubsidiary will enter into any employment, as of the Closing Date, there will have been no prohibited transactions (as defined in Section 4975(c) of the Code and Section 406 of ERISA) that could result severance or tax gross-up agreement or grant any equity awards other than in the imposition course of a liability against ordinary business or consistent with past practice; provided that this sentence shall not restrict Holdings’ ability to allow the Company or reportable events (as defined assets of any tax qualified retirement plan to become invested in Section 4043(b) Capital Securities of ERISA and regulations thereunder)Holdings. (e) The Company has no liability with respect to any Employee Plan that is maintained or contributed to by an Affiliate. (f) No Employee Plan provides (except at no cost to the Company or any Affiliate), or represents any liability of the Company or any Affiliate to provide, retiree life insurance, retiree health or other retiree employee welfare benefits to any person for any reason, except as may be required by Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or other applicable legal requirements.