Common use of Compliance of Benefit Plans With ERISA and Code Clause in Contracts

Compliance of Benefit Plans With ERISA and Code. The Company has performed all of its obligations under all Benefit Plans and has made appropriate entries in its financial records and statements for all Liabilities under all Benefit Plans that have accrued but are not due. All of the Benefit Plans and any related trust agreements or annuity contracts (or any funding instrument) comply currently, and have complied in the past, with the provisions of ERISA and the Code, where required in order to be a qualified plan under section 401(a) of the Code and tax exempt under section 501 of the Code and all other Legal Requirements and any applicable collective bargaining agreements. No event has occurred or circumstance exists that will or could give rise to disqualification or loss of tax exempt status of any such Plan or trust. Neither the Company, nor any Person who is a fiduciary or otherwise has a relationship to a Benefit Plan, has any liability to the IRS or the PBGC with respect to a Benefit Plan or any Liability under sections 502 or 4071 of ERISA. Except as set forth on Schedule 5.19(c), all contributions and payments made or ---------------- accrued with respect to all Benefit Plans are deductible under sections 162 or 404 of the Code. No amount or any asset of any Benefit Plan is subject to Tax as unrelated business taxable income. All filings required by ERISA and the Code as to each Benefit Plan have been timely filed and all notices and disclosures to participants required by either ERISA or the Code have been timely provided. Other than routine claims for benefits submitted by participants or beneficiaries in the ordinary course, no claim against or Proceeding involving any Benefit Plan is pending or Threatened. No payment that is owed or may become due to any director, officer, employee or agent of the Company will be non-deductible to the Company or subject to Tax under sections 280G or 4999 of the Code, nor shall the Company be required to "gross-up" or otherwise compensate any such person because of the imposition of any excise Tax on a payment to such person, except as set forth on Schedule 5.19(c). ----------------

Compliance of Benefit Plans With ERISA and Code. The Company Buildscape has performed all of its obligations under all Benefit Plans and has made appropriate entries in its financial records and statements for all Liabilities under all Benefit Plans that have accrued but are not due. All of the Benefit Plans and any related trust agreements or annuity contracts (or any funding instrument) comply currently, and have complied in the past, with the provisions of ERISA and the Code, where required in order to be a qualified plan under section 401(a) of the Code and tax exempt under section 501 of the Code Code, and all other Legal Requirements Requirements, and any applicable collective bargaining agreements. No event has occurred or circumstance exists that will or could give rise to disqualification or loss of tax exempt status of any such Plan or trust. Neither the Company, Buildscape nor any Person who is a fiduciary or otherwise has a relationship to a Benefit Plan, Plan has any liability to the IRS Internal Revenue Service ("IRS") or the PBGC with respect to a Benefit Plan Plan, or any Liability under sections 502 or 4071 of ERISA. Except as set forth on Schedule 5.19(c), all All contributions and payments made or ---------------- accrued with respect to all Benefit Plans are deductible under sections 162 or 404 of the Code. No amount amount, or any asset of any Benefit Plan Plan, is subject to Tax tax as unrelated business taxable income. All filings required by ERISA and the Code as to each Benefit Plan have been timely filed filed, and all notices and disclosures to participants required by either ERISA or the Code have been timely provided. Other than routine claims for benefits submitted by participants or beneficiaries in the ordinary course, no claim against against, or Proceeding "Proceeding" (as defined below in this Section 4.15(c)) involving any Benefit Plan is pending or, "Threatened" (as defined below in this Section 4.15(c)). As used herein, the term "Proceeding" shall mean any action, arbitration, audit, hearing, investigation, litigation or Threatened. No payment that is owed suit (whether civil, criminal, administrative, investigative or may become due to any directorinformal) commenced, officerbrought, employee conducted or agent of the Company will be non-deductible to the Company heard by or subject to Tax under sections 280G or 4999 of the Codebefore, nor shall the Company be required to "gross-up" or otherwise compensate involving, any Governmental Body or arbitrator and the term "Threatened" shall mean that a claim, Proceeding, dispute action or other matter shall have been Threatened if any demand or statement has been made (orally or in writing) or any notice has been given (orally or in writing), or if any other event has occurred or any other circumstances exist, that would lead a prudent Person to conclude that such person because of a claim, Proceeding, dispute, action or other matter is likely to be asserted, commenced, taken or otherwise pursued in the imposition of any excise Tax on a payment to such person, except as set forth on Schedule 5.19(c). ----------------future.

Compliance of Benefit Plans With ERISA and Code. The Company Each Xxxxx Party has performed all of its obligations under all Benefit Plans and has made appropriate entries in its financial records and statements for all Liabilities under all Benefit Plans that have accrued but are not due. All of the Benefit Plans and any related trust agreements or annuity contracts (or any funding instrument) comply currently, and have complied in the past, with the provisions of ERISA and the Code, where required in order to be a qualified plan under section 401(a) of the Code and tax exempt under section 501 of the Code Code, and all other Legal Requirements Requirements, and any applicable collective bargaining agreements. No event has occurred or circumstance exists that will or could give rise to disqualification or loss of tax exempt status of any such Plan or trust, or result in any Tax, excise Tax, fines or penalties, or amounts required to be paid under any settlement with the U.S. Department of Labor, the IRS or the PBGC. Neither the CompanyXxxxx Parties, nor any Person who is a fiduciary or otherwise has a trust relationship to with a Benefit Plan, has any liability to the IRS Benefit Plan, the IRS, the Department of Labor, or the PBGC with respect to a Benefit Plan Plan, or any Liability under sections 502 or 4071 of ERISA. Except as set forth on Schedule 5.19(c), all All contributions and payments made or ---------------- accrued with respect to all Benefit Plans are deductible under sections 162 or 404 of the Code. No amount amount, or any asset of any Benefit Plan Plan, is subject to Tax as unrelated business taxable income. All filings required by ERISA and the Code as to each Benefit Plan have been timely filed filed, and all notices and disclosures to participants required by either ERISA or the Code have been timely provided. Other than routine claims Claims for benefits submitted by participants or beneficiaries in the ordinary course, no claim against Claim against, or Proceeding involving any Benefit Plan is pending or Threatened. No payment that is owed or may become due to any director, officer, employee or agent of the Company any Xxxxx Party will be non-non- deductible to the Company such Xxxxx Party or subject to Tax under sections 280G or 4999 of the Code, nor shall the Company such Xxxxx Party be required to "gross-up" or otherwise compensate any such person because of the imposition of any Tax or excise Tax on a payment to such person, except as set forth on Schedule 5.19(c). ----------------.

Compliance of Benefit Plans With ERISA and Code. Each member of The Company Xxxx Group of Companies has performed all of its obligations under all Benefit Plans and has made appropriate entries in its financial records and statements for all Liabilities under all Benefit Plans that have accrued but are not due. All of the Benefit Plans and any related trust agreements or annuity contracts (or any funding instrument) comply currently, and have complied in the past, with the provisions of ERISA and the Code, where required in order to be a qualified plan under section 401(a) of the Code and tax exempt under section 501 of the Code Code, and all other Legal Requirements Requirements, and any applicable collective bargaining agreements. No event has occurred or circumstance exists that will or could is reasonably expected to give rise to disqualification or loss of tax exempt status of any such Plan or trust, or result in any Tax, excise Tax, fines or penalties, or amounts required to be paid under any settlement with the U.S. Department of Labor, the IRS or the PBGC. Neither the CompanyThe Xxxx Group of Companies, nor any Person who is a fiduciary or otherwise has a trust relationship to with a Benefit Plan, has any liability to the IRS Benefit Plan, the IRS, the Department of Labor, or the PBGC with respect to a Benefit Plan Plan, or any Liability under sections 502 502(l) or 4071 of ERISA. Except as set forth on Schedule 5.19(c), all All contributions and payments made or ---------------- accrued with respect to all Benefit Plans are deductible under sections 162 or 404 of the Code. No amount amount, or any asset of any Benefit Plan Plan, is subject to Tax as unrelated business taxable income. All filings required by ERISA and the Code as to each Benefit Plan have been timely filed filed, and all notices and disclosures to participants required by either ERISA or the Code have been timely provided. Other than routine claims Claims for benefits submitted by participants or beneficiaries in the ordinary course, no claim against Claim against, or Proceeding involving any Benefit Plan is pending or Threatened. No payment that is owed or may become due to any director, officer, employee or agent of the Company any member of The Xxxx Group of Companies will be non-deductible to the Company such member or subject to Tax under sections 280G or 4999 of the Code, nor shall the Company such member be required to "gross-up" or otherwise compensate any such person because of the imposition of any Tax or excise Tax on a payment to such person. Multi-employer Plans. Neither The Xxxx Group of Companies nor an ERISA Affiliate has received any notice from any Multi-Employer Plan that it is in reorganization or is insolvent, except that increased contributions may be required to avoid a reduction in plan benefits or the imposition of any Tax, excise Tax, or that such plan intends to terminate or has terminated. None of The Xxxx Group of Companies nor an ERISA Affiliate has withdrawn from any Multi-Employer Plan with respect to which there is any outstanding Liability as set forth on Schedule 5.19(c)of the date hereof. ----------------No event has occurred or circumstance exists that presents a risk of the occurrence of any withdrawal from any Multi-Employer Plan that could result in any Liability of any member of The Xxxx Group of Companies or Buyer or Matrix to a Multi-Employer Plan.

Compliance of Benefit Plans With ERISA and Code. The Company Each Xxxxx Party has performed all of its obligations under all Benefit Plans and has made appropriate entries in its financial records and statements for all Liabilities under all Benefit Plans that have accrued but are not due. All of the Benefit Plans and any related trust agreements or annuity contracts (or any funding instrument) comply currently, and have complied in the past, with the provisions of ERISA and the Code, where required in order to be a qualified plan under section 401(a) of the Code and tax exempt under section 501 of the Code Code, and all other Legal Requirements Requirements, and any applicable collective bargaining agreements. No event has occurred or circumstance exists that will or could give rise to disqualification or loss of tax exempt status of any such Plan or trust, or result in any Tax, excise Tax, fines or penalties, or amounts required to be paid under any settlement with the U.S. Department of Labor, the IRS or the PBGC. Neither the CompanyXxxxx Parties, nor any Person who is a fiduciary or otherwise has a trust relationship to with a Benefit Plan, has any liability to the IRS Benefit Plan, the IRS, the Department of Labor, or the PBGC with respect to a Benefit Plan Plan, or any Liability under sections 502 or 4071 of ERISA. Except as set forth on Schedule 5.19(c), all All contributions and payments made or ---------------- accrued with respect to all Benefit Plans are deductible under sections 162 or 404 of the Code. No amount amount, or any asset of any Benefit Plan Plan, is subject to Tax as unrelated business taxable income. All filings required by ERISA and the Code as to each Benefit Plan have been timely filed filed, and all notices and disclosures to participants required by either ERISA or the Code have been timely provided. Other than routine claims Claims for benefits submitted by participants or beneficiaries in the ordinary course, no claim against Claim against, or Proceeding involving any Benefit Plan is pending or Threatened. No payment that is owed or may become due to any director, officer, employee or agent of the Company any Xxxxx Party will be non-deductible to the Company such Xxxxx Party or subject to Tax under sections 280G or 4999 of the Code, nor shall the Company such Xxxxx Party be required to "gross-up" or otherwise compensate any such person because of the imposition of any Tax or excise Tax on a payment to such person, except as set forth on Schedule 5.19(c). ----------------.