Compliance With Erisa Etc. (a) No Credit Party shall permit its unfunded pension fund and other employee benefit plan obligation and liabilities to remain unfunded other than in accordance with applicable law and (b) no ERISA Affiliate shall cause or suffer to exist (a) any event that could result in the imposition of a Lien on any asset of a Credit Party or a Subsidiary of a Credit Party with respect to any Title IV Plan or Multiemployer Plan or (b) any other ERISA Event, that would, in the aggregate, have a Material Adverse Effect. No Credit Party shall cause or suffer to exist any event that could result in the imposition of a Lien with respect to any Benefit Plan.
Compliance With Erisa Etc. (a) The CK Witco Disclosure Memorandum lists all plans, programs, and similar arrangements, commitments or agreements maintained by or on behalf of CK Witco, any CK Witco Entity or any other party that provides benefits or compensation to, or for the benefit of, current or former employees of an U.S Asset Acquired Business, including, but not limited to, pension, retirement, deferred compensation, stock option, stock purchase, stock ownership, savings, stock appreciation right, profit sharing, group insurance, severance, and other benefit plans, contracts and agreements (collectively, the "Employee Benefit Plans"). With respect to each Employee Benefit Plan, to the extent applicable, CK Witco has supplied Yorkshire a true and correct copy of (i) the plan document, including amendments thereto, (ii) the annual report on the applicable Form 5500 series filed with the IRS for the most recent three plan years, (iii) each trust agreement, insurance contract or other funding arrangement relating to such Employee Benefit Plan, including amendments thereto, (iv) the most recent Summary Plan Description and material employee communications for such Employee Benefit Plan, (v) the most recent actuarial report or valuation, and (vi) the most recent IRS determination letter.
(b) Each of the Employee Benefit Plans (i) is in substantial compliance with all applicable provisions of ERISA, the Code, and all other applicable laws, (ii) has been administered, operated and managed in accordance with its governing documents, and (iii) has timely filed or distributed all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including annual reports, summary annual reports (Form 5500s), summary plan descriptions, actuarial reports, PBGC-1 Forms, or returns).
(c) All Employee Benefit Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and have received a favorable determination letter from the IRS, and neither CK Witco nor Holdings is aware of any circumstances likely to result in the revocation of any such favorable determination letter.
(d) Neither CK Witco nor any CK Witco Entity maintains, or within the past 6 years has maintained, for the benefit of current or former employees of the Acquired Businesses, a "defined benefit plan" subject to Title IV of ERISA. To the extent CK Witco or any CK Witco Entity maintains a defined benefit plan for the benefit of curren...
Compliance With Erisa Etc. (a) Compliance by the Credit Parties with the provisions hereof and Borrowings contemplated hereby will not involve any non-exempt prohibited transaction within the meaning of Section 406 of ERISA or Section 4975 of the Code. The Credit Parties, their Subsidiaries and each ERISA Affiliate, except for such non-compliance that would not reasonably be expected to have a Material Adverse Effect (i) has fulfilled all obligations under the minimum funding standards of ERISA and the Code with respect to each U.S. Plan that is not a Multi-Employer Plan or a Multiple Employer Plan, (ii) has satisfied all contribution obligations in respect of each Multi-Employer Plan and each Multiple Employer Plan, (iii) is in compliance with all other applicable provisions of ERISA and the Code with respect to each U.S. Plan and (iv) has not incurred any liability under Title IV of ERISA with respect to any U.S. Plan, or any trust established thereunder. No U.S. Plan or trust created thereunder has been terminated, there have been no Reportable Events, with respect to any U.S. Plan or trust created thereunder, in each case, which termination or Reportable Event will or would reasonably be expected to have a Material Adverse Effect, and no U.S. Plan has incurred an ERISA Event which ERISA Event will or would reasonably be expected to have a Material Adverse Effect. No Credit Party or any Subsidiary of a Credit Party nor any ERISA Affiliate is at the date hereof, or has been at any time within the five (5) years preceding the date hereof, an employer required to contribute to any Multi-Employer Plan or Multiple Employer Plan. No Credit Party nor any Subsidiary of a Credit Party nor any ERISA Affiliate has any contingent liability with respect to any post-retirement “welfare benefit plan” (as such term is defined in ERISA) except as has been disclosed to the Administrative Agent and the Lenders in writing.
(b) Each Non-U.S. Plan has been registered (to the extent required) and maintained in good standing with the applicable regulatory authorities. Each Non-U.S. Plan has been maintained, operated and administered in material compliance with its terms and the requirements of all applicable laws and all Non-U.S. Plans required to be funded have been funded in accordance with all applicable laws, in each case, except as would not reasonably be expected to have a Material Adverse Effect. No Non-U.S. Plan has been wound-up or terminated prior to the Closing Date for which any Credit Party...
Compliance With Erisa Etc. (i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan.
(ii) Neither the Company nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan.
(iii) Neither the Company nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA.
(iv) Except as set forth in the financial statements referred to in Section 4.01(d), the Company and its Subsidiaries have no material liability with respect to "expected post retirement benefit obligations" within the meaning of Statement of Financial Accounting Standards No. 106.
Compliance With Erisa Etc. 7981 Section 5.15 Intellectual Property, etc. 8082
Compliance With Erisa Etc. Except with the prior written consent -------------------------- of the Required Holders, the Company and its Subsidiaries will meet all minimum funding requirements applicable to the Pension Plans imposed by ERISA or the Code (without giving effect to any waivers of such requirements or extensions of the related amortization periods which may be granted) and will at all times comply in all material respects with all other provisions of ERISA and the Code which are applicable to the Pension Plans and the Employee Benefit Plans.
Compliance With Erisa Etc. 14 Section 2.27. Taxes...................................................17 Section 2.28.
Compliance With Erisa Etc. The Borrower shall make, and shall cause all other Companies to make, all payments or contributions to Plans required under the terms of such Plans and in accordance with applicable minimum funding requirements of ERISA and the Code. The Borrower shall cause all Plans sponsored by the Companies to be maintained in material compliance with ERISA and the Code. The Borrower shall not engage, and shall not permit or suffer any other Company, or any Person entitled to indemnification or reimbursement from the Borrower or any other Company in respect of such transaction to engage, in any "prohibited transaction" for which an exemption is not available. No Company will terminate, and each Company will use all reasonable efforts to prevent the PBGC from terminating, any Plan, and no Company shall withdraw from any multi-employer Plan, in each case in any manner which in the reasonable business judgment of the Borrower, is likely to result in a Material Adverse Change.
Compliance With Erisa Etc. (a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the penalty or excise tax provisions of the Code relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 401(a)(29) or 412 of the Code or section 4068 of ERISA, other than such liabilities or Liens as would not be individually or in the aggregate Material.
(b) The present value of the aggregate benefit liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit liabilities by an amount that would reasonably be expected to have a Material Adverse Effect . The term “benefit liabilities” has the meaning specified in section 4001 of ERISA and the terms “current value” and “present value” have the meaning specified in section 3 of ERISA.
Compliance With Erisa Etc. (a) Except as set forth in Schedule 4.27, with respect to all employees and former employees of the Company and all dependents and beneficiaries of such employees and former employees, (i) the Company does not maintain or contribute to any nonqualified deferred compensation or retirement plans, contracts or arrangements; (ii) the Company does not maintain or contribute to any qualified defined contribution plans (as defined in Section 3(34) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 414(i) of the Code; (iii) the Company does not maintain or contribute to any qualified defined benefit plans (as defined in Section 3(35) of ERISA or Section 414(j) of the Code); and (iv) the Company does not maintain or contribute to any employee welfare benefit plans (as defined in Section 3(1) of ERISA).
(b) To the extent required (either as a matter of law or to obtain the intended tax treatment and tax benefits), all employee benefit plans (as defined in Section 3(3) of ERISA) which the Company does maintain or to which it does contribute (collectively, the "Plans") comply in all Material respects with the requirements of ERISA and the Code. With respect to the Plans, (i) all required contributions which are due have been made and a proper accrual has been made for all contributions due in the current fiscal year; (ii) there are no actions, suits or claims pending, other
