Compliance of Plans. To the Knowledge of Seller, and except as disclosed on Schedule 4.24(b):
(i) each Employee Benefit Plan, and each related trust or insurance contract, has been operated, in all material respects, in accordance with its terms;
(ii) each Employee Benefit Plan, and each related trust or insurance contract has been administered, in all material respects, in compliance with Legal Requirements, and each Employee Benefit Plan and Welfare Plan, and each related trust or insurance contract, complies in form and in operation, in all material respects, with any applicable requirements of ERISA and the Code;
(iii) there are no unfunded benefit Liabilities within the meaning of Section 4001(a)(16) of ERISA with respect to any Employee Benefit Plan maintained by Seller, as determined under reasonable actuarial assumptions;
(iv) Seller does not maintain any Employee Benefit Plan under which it would be obligated to pay benefits solely as a result of the consummation of the transactions contemplated by this Agreement;
(v) other than the GCIU Fund (described in Section 7.2(i)) and Seller’s Pension Plan (described in Section 7.2(e)), Seller does not contribute to or have an obligation to contribute to, and has not at any time contributed to or had an obligation to contribute to, either (A) a “multiemployer plan” (as defined in either section 3(37) of ERISA or section 414(f) of the Code) or (B) an employee pension plan subject to Title IV of ERISA;
(vi) Seller and JCI have, in all material respects, performed all obligations and complied with all requirements, whether arising by operation of law or by contract, required in connection with the Seller’s Pension Plan (defined and described in Section 7.2(e));
(vii) all reports and disclosures relating to the Seller’s Pension Plan required to be filed with or furnished to the IRS, Department of Labor, the Pension Benefit Guaranty Corporation, or other state or federal governmental authority, participants, or beneficiaries have been filed or furnished, in all material respects, in accordance with applicable law in a timely manner;
(viii) the Seller’s Pension Plan (A) is intended to be qualified under section 401(a) of the Code, (B) satisfies in form the requirements of such Section except to the extent amendments are not required by law to be made until a date after the Closing Date, (C) has received a favorable determination letter from the IRS regarding such qualified status which considers the changes in qualification requirem...
Compliance of Plans. All Seller Benefit Plans covering Seller Employees, to the extent subject to ERISA, are in substantial compliance with ERISA. Each Seller Benefit Plan which is an “employee pension benefit plan” within the meaning of Section 3(2) of ERISA (a “Seller Pension Plan”) and which is intended to be qualified under Section 401(a) of the Code, has received a favorable determination letter from the IRS, and to Seller’s Knowledge, there are no circumstances likely to result in revocation of any such favorable determination letter or the loss of the qualification of such Seller Pension Plan under Section 401(a) of the Code. There is no pending or, to Seller’s Knowledge, threatened litigation or Governmental Authority enforcement action relating to the Seller Benefit Plans. Seller has not engaged in a transaction with respect to any Seller Benefit Plan or Seller Pension Plan that, assuming the taxable period of such transaction expired as of the date hereof, could subject Seller to a material tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA.
Compliance of Plans. Each Employee Benefit Plan has been operated in all material respects in accordance with its terms and the requirements of applicable Requirements of Law. The Seller has performed all material obligations required to be performed by it under, not in any material respect in default under or in material violation of, and the Seller has no Knowledge of any material default or violation by any party to, any Employee Benefit Plan. No Proceeding is pending or, to the Knowledge of the Seller, threatened with respect to any Employee Benefit Plan (other than claims for benefits in the ordinary course).
Compliance of Plans. Section 3.11(c).....
Compliance of Plans. The Borrower will not, and will not permit or cause any ERISA Affiliate to, directly or indirectly, (i) take or fail to take any action that could reasonably be expected to result in a liability of the Borrower or any ERISA Affiliate to the PBGC or to a Multiemployer Plan, (ii) terminate any Pension Plan subject to Title IV of ERISA so as to result in a liability of the Borrower or any ERISA Affiliate, (iii) permit to exist any ERISA Event, or any other event or condition, that presents the risk of a liability of the Borrower or any ERISA Affiliate, or
Compliance of Plans. The Project shall be designed and constructed in accordance with the Grading Plans. In the event the Project is completed in accordance with the Grading Plans, Company shall have no liability for design defects because the Grading Plans have been prepared and approved by City. City shall comply with all local and state laws and regulations regarding the design of the Project. Company shall cause all necessary permits and approvals required by the City and any applicable governmental authorities to be issued for the construction of the Project. Notwithstanding the foregoing, City agrees to waive all applicable permit fees associated with the Project and associated with Company's grading of Company's Adjacent Land, as part of the consideration for Company's completion of the Project.
