Compliance; Liability. (A) No liability has been or is reasonably expected to be incurred under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans that is or would be material to the Company or, following the Closing, to the Retained Companies in the aggregate.
(B) Each of the Employee Benefit Plans has been operated and administered in all respects in compliance with its terms, all applicable laws and all applicable collective bargaining agreements, except for any failure so to comply that, individually and in the aggregate, could not reasonably be expected to result in a material liability or obligation on the part of the Retained Companies in the aggregate. There are no pending or threatened claims by or on behalf of any of the Employee Benefit Plans, by any Employee or otherwise involving any such Employee Benefit Plan or the assets of any Employee Benefit Plan (other than routine claims for benefits, all of which have been fully reserved for on the regularly prepared balance sheets of the Company) which would reasonably be expected to result in any material liability to the Retained Companies in the aggregate.
(C) Except to the extent that it would not give rise to a material liability or obligation on the part of the Company or the Retained Companies, no Employee is or will become entitled to post-employment benefits of any kind by reason of employment with the Company or its Subsidiaries, including, without limitation, death or medical benefits (whether or not insured), other than (x) coverage mandated by section 4980B of the Code, (y) retirement benefits payable under any Plan qualified under section 401(a) of the Code or (z) accrued deferred compensation. The consummation of the Transactions will not result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee by any of the Retained Companies.
Compliance; Liability. (i) With respect to each Plan (other than a Multiemployer Plan) that is subject to section 412 of the Code or section 302 or Title IV of ERISA, (A) no "accumulated funding deficiency" (within the meaning of Section 302 of ERISA and Section 412 of the Code) has been or could be expected to be incurred, whether or not waived, and no excise or other taxes have been or could be expected to be incurred or are due and owing with respect to the Plan because of any failure to comply with the minimum funding standards of ERISA and the Code, (B) no proceeding has been or is expected to be initiated to terminate such Plan, and (C) no security under Section 401(a)(29) of the Code has been or could be expected to be required.
(ii) No liability has been or is expected to be incurred by Transferor, any Related Person or the Business (either directly or indirectly, including as a result of an indemnification obligation) under or pursuant to ERISA or otherwise or the penalty, excise tax or joint and several liability provisions of the Code relating to employee benefit plans that could, following the Closing, become or remain a liability of the Business or become a liability of the Company or of any employee benefit plan established or contributed to by the Company and, to the Knowledge of each of Transferor, no event, transaction or condition has occurred or exists that could result in any such liability to the Business or, following the Closing, the Company.
(iii) Each of the Plans has been operated and administered in all respects in compliance with all Applicable Laws and the provisions of each Plan, except for any failure so to comply that, individually or together with all other such failures, has not and will not result in a material liability or obligation on the part of the Business, or, following the Closing, the Company, and has not had or resulted in, and will not have or result in, a Material Adverse Effect. There are no material pending or, to the Knowledge of Transferor, threatened claims, lawsuits, arbitrations or other action by or on behalf of any of the Plans, by any Employee or otherwise involving any such Plan or the assets of any Plan (other than routine claims for benefits). No Plan is or is expected to be under audit or investigation by the IRS, DOL, or any other Governmental Authority and no such completed audit, if any, has resulted in the imposition of any tax or penalty. No "reportable event" within the meaning of Section 4043(b) of ERISA has occ...
Compliance; Liability. (i) No liability has been or is expected to be incurred by Seller under or pursuant to Title I or IV of ERISA or the penalty, excise tax or joint and several liability provisions of the Code or ERISA relating to employee benefit plans and, to the knowledge of the Seller, no event, transaction or condition has occurred or exists that could result in any such liability to the Business or, following the Closing, Buyer or any such Employee Benefit Plan.
(ii) No Employee Benefit Plan is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA, a "multiple employer plan" within the meaning of Section 413(c) of the Code, or a defined benefit plan within the meaning of Section B(35) of ERISA.
Compliance; Liability. (i) No Plan is subject to section 412 of the Code or section 302 of Title IV of ERISA.
(ii) None of the Company, its Subsidiaries or any Related Person has been involved in any transaction that could cause the Company or any Related Person or the Surviving Corporation to be subject to liability under section 4069 or 4212 of ERISA. None of the Company, its Subsidiaries, the Surviving Corporation or any Related Person has incurred (either directly or indirectly, including as a result of an indemnification obligation) any material liability under Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans and no event, transaction or condition has occurred or exists that could result in any such liability to the Company, its Subsidiaries, the Surviving Corporation, any such Related Person or any of their Affiliates.
(iii) All contributions and premiums required to have been paid by the Company and each Related Person to any employee benefit plan (within the meaning of section 3(3) of ERISA) (including each plan) under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or under any Law or collective bargaining agreement (including ERISA and the Code) have been paid within the earliest time prescribed by any such plan, agreement or Law.
(iv) Each of the Plans has been operated and administered in all material respects in compliance with its terms, the Law and applicable collective bargaining agreements. There are no material pending or, to the Company's knowledge, threatened claims by or on behalf of any of the Plans, by any Employee or otherwise involving any such Plan or the assets of any Plan (other than routine claims for benefits, all of which have been fully reserved for on Financial Statements).
(v) No Plan is a "multiple employer plan" within the meaning of section 4001(a)(3), 4063 or 4064 of ERISA.
(vi) Except to the extent stated in Schedule 2.20(c)(iv), no Employee is or will become entitled to post-employment benefits of any kind by reason of employment with the Company, including death or medical benefits (whether or not insured), other than:
(A) coverage mandated by section 4980B of the Code; or
(B) benefits payable under any Plan qualified under section 401(a) of the Code.
(vii) Except for the acceleration of vesting of Options and of Restricted Stock described on Schedule 2.20(c)(vii) and as described in Section 1.3(f), t...
Compliance; Liability. THE HOLDING COMPANY shall comply with the provisions of Articles fifty-four and fifty-five of its Corporate Bylaws, pursuant to Article 119 (one hundred and nineteen), penultimate paragraph of the Law to Regulate Financial Groups.
Compliance; Liability. Each of the Parent Benefit Plans has been operated and administered in all material respects in compliance with its terms, all applicable Laws and all applicable collective bargaining agreements and, if applicable, in good faith compliance with Section 409A of the Code. Each Parent Benefit Plan which is intended to be qualified within the meaning of Code section 401(a) is so qualified and has received a favorable determination letter from the United States Internal Revenue Service (the "IRS") with respect to all plan document qualification requirements for which the applicable remedial amendment period under Section 401(b) of the Code has closed, any amendments required by such determination letter were made as and when required by such determination letter and nothing has occurred, whether by action or failure to act, that could reasonably be expected to cause the loss of such qualification. There are no material pending or threatened claims by or on behalf of any participant in any of the Parent Benefit Plans, or otherwise involving any such Parent Benefit Plan or the assets of any Parent Benefit Plan, other than routine claims for benefits. The Parent Benefit Plans are not presently under audit or examination (nor has notice been received of a
Compliance; Liability. Each of the Company Benefit Plans has been operated and administered in all material respects in compliance with its terms, all applicable laws and all applicable collective bargaining agreements and, if applicable, in good faith compliance with Section 409A of the Code. Each Company Benefit Plan which is intended to be qualified within the meaning of Code section 401(a) is so qualified and has received a favorable determination letter from the IRS with respect to all plan document qualification requirements for which the applicable remedial amendment period under Section 401(b) of the Code has closed, any amendments required by such determination letter were made as and when
Compliance; Liability. No liability has been or is reasonably expected to be incurred under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans that is or would be material to the Company or, following the Closing, to the Retained Companies in the aggregate.
Compliance; Liability. (i) No Plan covered by Title IV of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or Section 412 of the Code is now, or ever was, to the knowledge of Intelecon or any Shareholder, maintained by Intelecon or any predecessor of either of them. Neither any Plan nor Intelecon has incurred any liability or penalty under Section 4975 of the Code or Sections 409, 502(i) or 502(l) of ERISA.
(ii) Each of the Plans has been operated and administered in all respects in substantial compliance with all applicable Laws, including without limitation all applicable provisions of ERISA and the Code. There are no pending or, to the knowledge of Intelecon or any Shareholder, threatened or anticipated claims, in excess of $50,000 individually or $100,000 in the aggregate, against or involving any of the Plans and no suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of Plan activities) has been brought against or with respect to any such Plan.
(iii) All contributions required to be made as of the date of this Agreement to the Plans have been made or provided for. Neither Intelecon nor any entity under "common control" with Intelecon within the meaning of Section 4001 of ERISA has contributed to, or been required to contribute to, any "multi-employer plan" (as defined in Sections 3(37) and 4001(a)(3) of ERISA).
(iv) No Employee is or may become entitled to post-employment benefits of any kind by reason of employment by Intelecon, including, without limitation, death or medical benefits (whether or nor insured), other than (a) coverage provided pursuant to the terms of any Plan specifically identified as providing such coverage in Schedule 4.1.21(a) or mandated by Section 4980B of the Code, (b) retirement benefits payable under any Plan qualified under Section 401(a) of the Code or (c) deferred compensation fully and adequately accrued as a liability on the Latest Balance Sheet or incurred with respect to services rendered after the Balance Sheet Date in the ordinary course of business consistent with prior practice, pursuant to the terms of a Plan. The consummation of the transactions contemplated by this Agreement will not result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee.
Compliance; Liability. (A) None of the Company, any of its Subsidiaries or any Company Related Person would be liable for any material amount pursuant to section 4062, 4063 or 4064 of ERISA if any Company Benefit Plan that is subject to Title IV of ERISA (a “Company Title IV Plan”) were to terminate as of the date hereof. Each Company Benefit Plan that is subject to the minimum funding standards of ERISA or the Code satisfies such standards under sections 412 and 302 of the Code and ERISA, respectively, and no such Company Benefit Plan has incurred an “accumulated funding deficiency” within the meaning of such sections, whether or not waived. As of the last day of the most recently ended fiscal year of each Company Title IV Plan, the “projected benefit obligations” (within the meaning of the Financial Accounting Standards Board Statement No. 87) under each such Company Benefit Plan did not exceed the fair market value of the assets of each such Company Benefit Plan allocable to such “projected benefit obligations,” determined on the basis of the actuarial assumptions contained in the actuarial report prepared for such fiscal year of each such Company Benefit Plan.
(B) None of the Company, any of its Subsidiaries or any Company Related Person has been involved in any transaction that could cause Company, any of its Subsidiaries or, following the Closing Riverwood or any Riverwood Related Person to be subject to material liability under section 4069 or 4212 of ERISA. None of Company, any of its Subsidiaries or any Company Related Person has incurred (either directly or indirectly, including as a result of an indemnification obligation) any material liability under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans and, to the knowledge of Company, no event, transaction or condition has occurred or exists that could result in any such liability to the Company, any of its Subsidiaries, any Company Related Person or, following the Closing Riverwood or any Riverwood Related Person. All contributions and premiums required to have been paid by the Company, any of its Subsidiaries or any Company Related Person to any Company Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable law (including ERISA and the Code) or collective bargaining agreement have been paid within the time prescribed by any ...
