Certain Representations Regarding Benefit Plans Sample Clauses
Certain Representations Regarding Benefit Plans. Except as disclosed in Section 4.8.3 of the Crown Disclosure Schedule:
4.8.3.1 each of the Benefit Plans and any related trust agreement, group annuity contract, insurance policy or other funding arrangement and any applicable collective bargaining agreement, complier in form and operation with all applicable laws, including ERISA and the Code, in all Material respects;
4.8.3.2 each of the Benefit Plans that is intended to be a pension, profit sharing, stock bonus, thrift, savings or employee stock ownership plan that is qualified under Section 401(a) of the Code (the "Qualified Plans");
4.8.3.3 all accrued contributions and other payments required to be made by Crown to or with respect to any Benefit Plan have been made within the time periods prescribed by ERISA and the Code or, if not yet due, reserves adequate for such purposes have been set aside therefor and reflected in the Most Recent Balance Sheet. Neither Crown nor the Crown Subsidiaries is in default in performing any of its contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract in each case, which could result in any Material liability, and there are no Material outstanding liabilities of any such Plan other than liabilities for benefits to be paid to participants in such plan and their beneficiaries in accordance with the terms of such Plan;
4.8.3.4 neither Crown, the Crown Subsidiaries, nor their ERISA Affiliates have made or agreed to make, or are they required to make (in order to bring any of the Benefit Plans into substantial compliance with ERISA or the Code), any change in benefits that would Materially increase the costs of maintaining any of the Benefit Plans;
4.8.3.5 neither Crown, the Crown Subsidiaries, nor their ERISA Affiliates, nor, to the Knowledge of Crown, any other "disqualified person" or "party in interest" (as defined in Section 4975 of the Code and Section 3(14) of ERISA, respectively) with respect to a Benefit Plan has breached the fiduciary rules of ERISA or engaged in any prohibited transaction which could subject Crown or its ERISA Affiliates to any Material tax or penalty imposed under Section 4975 of the Code or Sections 502(i) or (l) of ERISA;
4.8.3.6 there are no actions, suits, disputes, arbitration or claims pending (other than routine claims for benefits) or legal, administrative or other proceedings or governmental investigations pending or, to the Knowledge of Crown, threatened against any Benefit Plan or ...
Certain Representations Regarding Benefit Plans. Except as disclosed in Section 5.9.3 of the Disclosure Schedule:
5.9.3.1 the written terms of each of the Benefit Plans and any related trust agreement, group annuity contract, insurance policy or other funding arrangement are in compliance with ERISA and the Code where applicable and each of such Benefit Plans has been administered in all Material respects in compliance with such requirements and in accordance with the provisions of any applicable collective bargaining agreement, if any;
5.9.3.2 each of the Benefit Plans that is intended to be a pension, profit sharing, stock bonus, thrift, savings or employee stock ownership plan that is qualified under Section 401(a) of the Code (the "Qualified Plans") has been determined by the IRS to qualify under Section 401(a) of the Code, an application for determination of such qualification has been timely made to the IRS prior to the end of the applicable remedial amendment period under Section 401(b) of the Code (a copy of each such determination letter or pending application has been provided to Parent by Razorfish), or is entitled to rely on an IRS notification or opinion letter issued to the sponsor of an approved M&P or volume submitter plan document, and to the Knowledge of Razorfish there exist no circumstances that may adversely affect the qualified status of any such Qualified Plan. All such Qualified Plans established or maintained by Razorfish or to which Razorfish contributes are in all Material respects in compliance with all applicable requirements of ERISA, and are in all Material respects in compliance with all applicable requirements (including qualification and nondiscrimination requirements in effect as of the Effective Time) of the Code for obtaining the tax benefits the Code thereupon permits with respect to such Qualified Plans. All accrued contributions and other payments required to be made by Razorfish to any Benefit Plan have been made or reserves adequate for such purposes have been set aside therefor and reflected in the Most Recent Balance Sheet. Razorfish is not in default in performing any of its contractual obligations under any of the Benefit Plans or any related trust agreement or insurance contract in each case, which could result in any Material liability, and there are no Material outstanding liabilities of any such Plan other than liabilities for benefits to be paid to participants in such plan and their beneficiaries in accordance with the terms of such Plan;
5.9.3.3 Razorf...