Compliance; Liability Clause Samples

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. 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. (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. 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. 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. 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. Each Astoria Benefit Plan has been operated and administered in accordance with its terms and with applicable law, except for any failure to do so that would not reasonably be expected to have a Material Adverse Effect. All contributions required to have been made by Astoria and its Subsidiaries under any Astoria Benefit Plan have been made by the due date therefor (including any extensions). There is no pending or, to the Knowledge of Astoria, threatened material legal action, suit or claim relating to Astoria Benefit Plans (other than routine claims for benefits). Astoria and its ERISA Affiliates have engaged in no transaction with respect to any Astoria Benefit Plan that, assuming the taxable period of such transaction has expired as of the date hereof, would reasonably be expected to subject Astoria and its Subsidiaries to a tax or penalty imposed by either section 4975 of the Code or section 502(i) of ERISA that would reasonably be expected to have a Material Adverse Effect. Neither Astoria nor any of its Subsidiaries is in breach of any Astoria Employment Agreement.

Compliance; Liability. (i) No liability under Title IV (including Section 4069 or 4212) or Section 302 of ERISA has been incurred by the Company or any Related Person (either directly or indirectly, including as a result of an indemnification obligation) that has not been satisfied in full and no event, transaction or condition has occurred or exists that could result in any such liability to the Company, any such Related Person or, following the Closing, Cognitronics or any of its Affiliates. All contributions and premiums required to have been paid by the Company and each Related Person to any Company Plan have been timely paid in accordance with such Company Plan and applicable Laws. (ii) Each of the Company Plans has been operated and administered in all material respects in compliance with its terms and all applicable Laws. There are no material pending or, to the Knowledge of the Company, threatened claims by or on behalf of any of the Plans, by any Employee or otherwise involving any such Company Plan or the assets of any Company Plan (other than routine claims for benefits, all of which have been fully reserved for on the regularly prepared balance sheets of the Company). No "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Plan. There are no audits, inquiries or proceedings pending or, to the Knowledge of the Company, threatened by the IRS, Department of Labor, or any other Governmental Authority with respect to any Company Plan. Neither the Company nor any Related Person has ever incurred any penalty or tax with respect to any Company Plan under Section 502(i) of ERISA or Sections 4975 through 4980 of the Code. (iii) Neither the Company nor any Related Person has ever maintained, established, sponsored, participated in, contributed to or otherwise incurred any liability under any "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA, a "multiple employer plan" within the meaning of Section 4063 or 4064 of ERISA, or any employee pension benefit plan (within the meaning of Section 3(2) of ERISA) that is subject to Section 412 of the Code or Section 302 or Title IV of ERISA. (iv) With respect to each Company Plan which is an employee welfare benefit plan (within the meaning of Section 3(1) of ERISA), all claims incurred by Company are (A) insured pursuant to a contract of insurance whereby the insurance com...