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.
Compliance; Liability. I.- 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. The commitments and liabilities of THE HOLDING COMPANY shall be independent from those that may correspond to the other shareholders of the FINANCIAL ENTITIES and THE HOLDING COMPANY itself.
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.
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. (iv)
Compliance; Liability. (i) No Employee Benefit Plan is subject to Section 412 of the Code or Section 302 or Title IV of ERISA. None of the Purchased Assets is subject to any lien in favor of, or enforceable by, the Pension Benefit Guaranty Corporation.
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. (i) No Plan is subject to section 412 of the Code or section 302 of Title IV of ERISA.
Compliance; Liability. No Plan is subject to section 412 of the Code or section 302 or Title IV of ERISA. No liability has been or is expected to be incurred by Billing, any Related Person (either directly or indirectly, including as a result of an indemnification obligation) 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 the Selling Partners, no event, transaction or condition has occurred or exists that could result in any such liability to the business of Billing. Each of the Plans has been operated and administered in all respects in compliance with all Applicable Laws, 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 of Billing, 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 best knowledge of Billing and the Selling Partners, 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). No Plan is a "multiemployer plan" within the meaning of Section 4001(a)(3) ------------------- of ERISA or is a "multiple employer plan" within the meaning ------------------------ of section 4063 or 4064 of ERISA. All contributions required to have been made by Billing and each Related Person to any Plan under the terms of any such Plan or pursuant to any applicable collective bargaining agreement or Applicable Law have been made within the earliest time prescribed by any such Plan, agreement or
Compliance; Liability. (A) Neither Wachovia nor any Wachovia Related Person has been involved in any transaction that would reasonably be expected to cause, following the Closing, any Company Entity to be subject to liability under Section 4069 or 4212 of ERISA. Neither Wachovia nor any Wachovia Related Person has incurred (either directly or indirectly, including as a result of an indemnification obligation) any material liability under or pursuant to Title 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 Wachovia, no event, transaction or condition has occurred or exists that would, individually or in the aggregate, reasonably be expected to result in any such liability to, following the Closing, Wachovia or any of its Affiliates or any Company Entity. All contributions and premiums required to have been paid or accrued through the Closing Date by Wachovia and each Wachovia Related Person to any Wachovia Contributed Business Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement (whether as a result of the transactions contemplated by the Transaction Documents or otherwise) or pursuant to any applicable Law or collective bargaining agreement (including ERISA and the Code) have been paid within the earliest time prescribed by any such plan, agreement or applicable Law or have been properly accrued and none of the Company Entities shall be liable for any such contributions or premiums unless such have been so accrued on the Final Closing Balance Sheet of the Wachovia Contributed Business.
