Common use of Compliance with Applicable Laws, etc Clause in Contracts

Compliance with Applicable Laws, etc. Except as otherwise expressly described in Schedule 3.21: (i) each Benefit Plan has been established, documented, administered and operated in compliance in all material respects with Laws and its governing documents, and all Other Plans that could be deemed “nonqualified deferred compensation” arrangements under Section 409A of the Code are in compliance in all material respects with such section and the Treasury Regulations and rulings thereunder, and no service provider is entitled to a Tax gross-up or similar payment for any tax or interest that may be due under such Section, and each outstanding option or other equity based award granted by New Rise SAF or any of its ERISA Affiliates is either exempt from Section 409A of the Code or in compliance therewith; (ii) all reports and disclosures relating to the Benefit Plans required to be filed with or furnished to Governmental Authorities, Benefit Plan participants or Company Benefit Plan beneficiaries have been filed or furnished in substantial compliance with Laws in a timely manner; (iii) each of the Benefit Plans intended to be qualified under Section 40l(a) of the Code (A) satisfies in all material respects the requirements of such section, (B) is maintained in all material respects pursuant to a prototype or volume submitter document approved by the IRS, or has received a favorable determination letter from the IRS regarding such qualified status, (C) has been timely amended in all material respects as required by Laws, and (D) has not been amended or operated in a way which could adversely affect such qualified status or its reliance on the IRS determination letter or opinion letter, as applicable; (iv) there are no Actions pending (other than routine claims for benefits) or, to the Knowledge of the Sellers, threatened against, or with respect to, any of the Benefit Plans or their assets; (v) as to any Other Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of any Other Plan within the meaning of Section 41l(d)(3) of the Code; (vi) no act, omission or transaction has occurred which would result in imposition on New Rise SAF or any of its ERISA Affiliates of (A) breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (1) of Section 502 of ERISA or (C) a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code; (vii) there is no matter pending (other than routine qualification determination filings) with respect to any of the Benefit Plans before any Governmental Entity; (viii) except as otherwise provided in this Agreement, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (A) require New Rise SAF or any of its ERISA Affiliates to make a larger contribution to, or pay greater amounts or benefits under, any Benefit Plan than it otherwise would, whether or not some other subsequent action or event would be required to cause such payment or provision to be triggered, or (B) create or give rise to any additional vested rights, service credits or other benefits or payments under any Benefit Plan; (ix) no Benefit Plan is a multiple employer plan within the meaning of Section 413(c) of the Code; (x) all obligations of New Rise SAF under the Health Insurance Portability and Accountability Act of 1996, including portability, privacy, and security obligations, with respect to any Benefit Plan that is a group health plan have been timely performed; and (xi) the Company is, in all material respects, in compliance with the applicable requirements of the Patient Protection and Affordable Care Act and the Company has not incurred any penalty, Tax or assessment under Chapter 43 of the Code and nothing has occurred that could reasonably be expected to subject the Company to any such penalty, Tax or assessment.

Compliance with Applicable Laws, etc. Except as otherwise expressly described in Schedule 3.212.16: (i) each Company Benefit Plan has been established, documented, administered and operated in compliance in all material respects with Applicable Laws and its governing documents, and all Company Other Plans that could be deemed “nonqualified deferred compensation” arrangements under Section 409A of the Code are in compliance in all material respects with such section and the Treasury Regulations regulations and rulings thereunder, and no service provider is entitled to a Tax tax gross-up or similar payment for any tax Tax or interest that may be due under such Section, and each outstanding option or other equity based award granted by New Rise SAF any Acquired Company or any of its ERISA Affiliates is either exempt from Section 409A of the Code or in compliance therewith; (ii) all reports and disclosures relating to the Company Benefit Plans required to be filed with or furnished to Governmental AuthoritiesEntities, Company Benefit Plan participants or Company Benefit Plan beneficiaries have been filed or furnished in substantial compliance with Applicable Laws in a timely manner; (iii) each of the Company Benefit Plans intended to be qualified under Section 40l(a401(a) of the Code (A) satisfies in all material respects the requirements of such section, (B) is maintained in all material respects pursuant to a prototype or volume submitter document approved by the IRS, or has received a favorable determination letter from the IRS regarding such qualified status, (C) has been timely amended in all material respects as required by Applicable Laws, and (D) has not been amended or operated in a way which could adversely affect such qualified status or its reliance on the IRS determination letter or opinion letter, as applicable; (iv) there are no Actions pending (other than routine claims for benefits) or, to the Knowledge of the SellersPartners, threatened against, or with respect to, any of the Company Benefit Plans or their assets; (v) as to any Company Other Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of any the Company Other Plan within the meaning of Section 41l(d)(3411(d)(3) of the Code; (vi) no act, omission or transaction has occurred which would result in imposition on New Rise SAF any Acquired Company or any of its ERISA Affiliates of (A) breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (1l) of Section 502 of ERISA or (C) a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code; (vii) there is no matter pending (other than routine qualification determination filings) with respect to any of the Company Benefit Plans before any Governmental Entity; (viii) except as otherwise provided in this Agreement, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (A) require New Rise SAF any Acquired Company or any of its ERISA Affiliates to make a larger contribution to, or pay greater amounts or benefits under, any Company Benefit Plan than it otherwise would, whether or not some other subsequent action or event would be required to cause such payment or provision to be triggered, or (B) create or give rise to any additional vested rights, service credits or other benefits or payments under any Company Benefit Plan; (ix) no Company Benefit Plan is a multiple employer plan within the meaning of Section 413(c) of the Code; (x) all obligations of New Rise SAF any Acquired Company under the Health Insurance Portability and Accountability Act of 1996, including portability, privacy, and security obligations, with respect to any Company Benefit Plan that is a group health plan have been timely performed; and (xi) the each Acquired Company is, is in all material respects, in compliance with the applicable requirements of the Patient Protection and Affordable Care Act and the no Acquired Company has not incurred any penalty, Tax or assessment under Chapter 43 of the Code and nothing has occurred that could reasonably be expected to subject the any Acquired Company to any such penalty, Tax or assessment.

Compliance with Applicable Laws, etc. Except as otherwise expressly described in Schedule 3.21: 2.16: (i) each Company Benefit Plan has been established, documented, administered and operated in compliance in all material respects with Applicable Laws and its governing documents, and all Company Other Plans that could be deemed “nonqualified deferred compensation” arrangements under Section 409A of the Code are in compliance in all material respects with such section and the Treasury Regulations regulations and rulings thereunder, and no service provider is entitled to a Tax tax gross-up or similar payment for any tax Tax or interest that may be due under such Section, and each outstanding option or other equity based award granted by New Rise SAF any Acquired Company or any of its ERISA Affiliates is either exempt from Section 409A of the Code or in compliance therewith; ; 39 (ii) all reports and disclosures relating to the Company Benefit Plans required to be filed with or furnished to Governmental AuthoritiesEntities, Company Benefit Plan participants or Company Benefit Plan beneficiaries have been filed or furnished in substantial compliance with Applicable Laws in a timely manner; ; (iii) each of the Company Benefit Plans intended to be qualified under Section 40l(a401(a) of the Code (A) satisfies in all material respects the requirements of such section, (B) is maintained in all material respects pursuant to a prototype or volume submitter document approved by the IRS, or has received a favorable determination letter from the IRS regarding such qualified status, (C) has been timely amended in all material respects as required by Applicable Laws, and (D) has not been amended or operated in a way which could adversely affect such qualified status or its reliance on the IRS determination letter or opinion letter, as applicable; ; (iv) there are no Actions pending (other than routine claims for benefits) or, to the Knowledge of the SellersPartners, threatened against, or with respect to, any of the Company Benefit Plans or their assets; ; (v) as to any Company Other Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of any the Company Other Plan within the meaning of Section 41l(d)(3411(d)(3) of the Code; ; (vi) no act, omission or transaction has occurred which would result in imposition on New Rise SAF any Acquired Company or any of its ERISA Affiliates of (A) breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (1l) of Section 502 of ERISA or (C) a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code; ; (vii) there is no matter pending (other than routine qualification determination filings) with respect to any of the Company Benefit Plans before any Governmental Entity; ; (viii) except as otherwise provided in this Agreement, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (A) require New Rise SAF any Acquired Company or any of its ERISA Affiliates to make a larger contribution to, or pay greater amounts or benefits under, any Company Benefit Plan than it otherwise would, whether or not some other subsequent action or event would be required to cause such payment or provision to be triggered, or (B) create or give rise to any additional vested rights, service credits or other benefits or payments under any Company Benefit Plan; ; (ix) no Company Benefit Plan is a multiple employer plan within the meaning of Section 413(c) of the Code; ; (x) all obligations of New Rise SAF any Acquired Company under the Health Insurance Portability and Accountability Act of 1996, including portability, privacy, and security 40 obligations, with respect to any Company Benefit Plan that is a group health plan have been timely performed; and and (xi) the each Acquired Company is, is in all material respects, in compliance with the applicable requirements of the Patient Protection and Affordable Care Act and the no Acquired Company has not incurred any penalty, Tax or assessment under Chapter 43 of the Code and nothing has occurred that could reasonably be expected to subject the any Acquired Company to any such penalty, Tax or assessment.

Compliance with Applicable Laws, etc. Except as otherwise expressly described in Schedule 3.21: (i) each Benefit Plan has been established, documented, administered and operated in compliance in all material respects with Laws and its governing documents, and all Other Plans that could be deemed “nonqualified deferred compensation” arrangements under Section 409A of the Code are in compliance in all material respects with such section and the Treasury Regulations and rulings thereunder, and no service provider is entitled to a Tax gross-up or similar payment for any tax or interest that may be due under such Section, and each outstanding option or other equity based award granted by New Rise SAF any Acquired Company or any of its ERISA Affiliates is either exempt from Section 409A of the Code or in compliance therewith; (ii) all reports and disclosures relating to the Benefit Plans required to be filed with or furnished to Governmental Authorities, Benefit Plan participants or Company Benefit Plan beneficiaries have been filed or furnished in substantial compliance with Laws in a timely manner; (iii) each of the Benefit Plans intended to be qualified under Section 40l(a401(a) of the Code (A) satisfies in all material respects the requirements of such section, (B) is maintained in all material respects pursuant to a prototype or volume submitter document approved by the IRS, or has received a favorable determination letter from the IRS regarding such qualified status, (C) has been timely amended in all material respects as required by Laws, and (D) has not been amended or operated in a way which could adversely affect such qualified status or its reliance on the IRS determination letter or opinion letter, as applicable; (iv) there are no Actions pending (other than routine claims for benefits) or, to the Knowledge of the SellersSeller, threatened against, or with respect to, any of the Benefit Plans or their assets; (v) as to any Other Plan intended to be qualified under Section 401(a) of the Code, there has been no termination or partial termination of any Other Plan within the meaning of Section 41l(d)(3411(d)(3) of the Code; (vi) no act, omission or transaction has occurred which would result in imposition on New Rise SAF any Acquired Company ·or any of its their ERISA Affiliates of (A) breach of fiduciary duty liability damages under Section 409 of ERISA, (B) a civil penalty assessed pursuant to subsections (c), (i) or (1) of Section 502 of ERISA or (C) a Tax imposed pursuant to Chapter 43 of Subtitle D of the Code; (vii) there is no matter pending (other than routine qualification determination filings) with respect to any of the Benefit Plans before any Governmental Entity; (viii) except as otherwise provided in this Agreement, the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (A) require New Rise SAF any Acquired Company or any of its their ERISA Affiliates to make a larger contribution to, or pay greater amounts or benefits under, any Benefit Plan than it otherwise would, whether or not some other subsequent action or event would be required to cause such payment or provision to be triggered, or (B) create or give rise to any additional vested rights, service credits or other benefits or payments under any Benefit Plan; (ix) no Benefit Plan is a multiple employer plan within the meaning of Section 413(c) of the Code; (x) all obligations of New Rise SAF any Acquired Company under the Health Insurance Portability and Accountability Act of 1996, including portability, privacy, and security obligations, with respect to any Benefit Plan that is a group health plan have been timely performed; and (xi) the Company is, in all material respects, in compliance with the applicable requirements of the Patient Protection and Affordable Care Act and the Company has not incurred any penalty, Tax or assessment under Chapter 43 of the Code and nothing has occurred that could reasonably be expected to subject the Company to any such penalty, Tax or assessment.