Common use of Compliance With Erisa Etc Clause in Contracts

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 current or former employees of CK Witco other than those employed in the Acquired Businesses: (i) the fair market value of the assets of each such defined benefit plan exceeds the present value of the "benefits liabilities" (as defined in Section 4001(a)(16) of ERISA) under such plan as of the end of the most recent plan year, calculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such plan; (ii) neither CK Witco nor any CK Witco Entity has incurred, or reasonably expects to incur within the 12 month period following the Effective Date and Time, liability to the Pension Benefit Guaranty Corporation or otherwise with respect to any such defined benefit plan; and (iii) neither CK Witco nor any CK Witco Entity anticipates terminating any such defined benefit plan within the 12 month period following the Effective Date and Time. (e) With respect to each Employee Benefit Plan, neither such plan, or any trustee, administrator, fiduciary, agent or employee thereof, nor CK Witco or any CK Witco Entity has engaged in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code). With respect to any Employee Benefit Plan, no act, omission or transaction has occurred which would result in the imposition of (i) breach of fiduciary duty liability damages under Section 409 of ERISA, (ii) a civil penalty assessed pursuant to subsection (c), (i) or (l) of Section 502 of ERISA, or (iii) any excise tax under applicable provisions of the Code. With respect to each Employee Benefit Plan (i) all minimum funding standards required by law with respect to funding of benefits payable or to be payable under such plan have been met; (ii) there is no accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA; and (iii) there have been no terminations, partial terminations, or discontinuances of contributions without a determination by the IRS that such action does not adversely affect the tax-qualified status of that plan. (f) With respect to Employee Benefit Plans qualifying as "group health plans" under Section 4980B of the Code or Section 607(l) or 609 of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA" or qualified medical child support orders), CK Witco and each CK Witco Entity has complied in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and has not incurred any direct or indirect liability or is not subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure at any time to comply with any such federal or state benefit continuation of coverage requirement. (g) CK Witco has made, and as of the Effective Date and Time will have made or accrued, all payments and contributions required, or reasonably expected to be required, to be made under the provisions of each Employee Benefit Plan, or required to be made under applicable laws, rules and regulations, with respect to any period prior to the Effective Date and Time, such amounts to be determined using the ongoing actuarial and funding assumptions of such plan. CK Witco's financial statements reflect the approximate total pension, medical and other benefit liability for all Employee Benefit Plans, and no material funding changes or irregularities are reflected thereon which would cause such statements to be not representative of prior periods. (h) Neither CK Witco nor any other entity considered to be one employer with CK Witco under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate") is, or at any time during the six-year period ended on the date hereof was, obligated to contribute to a multiemployer plan, as defined in Section 3(37)

Compliance With Erisa Etc. (a) The CK Witco Section 7.17(a) of the Ultravisual Disclosure Memorandum lists all plans, programs, and similar arrangements, commitments or agreements maintained by or on behalf of CK Witco, any CK Witco Entity Ultravisual 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 BusinessUltravisual, including, but not limited to, including 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 PlansULTRAVISUAL EMPLOYEE BENEFIT PLANS"). With respect to each Ultravisual Employee Benefit Plan, to the extent applicable, CK Witco Ultravisual has supplied Yorkshire Emageon 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 Ultravisual Employee Benefit Plan, including amendments thereto, (iv) the most recent Summary Plan Description and material employee communications for such Ultravisual Employee Benefit Plan, (v) the most recent actuarial report or valuation, and (vi) the most recent IRS determination letter. (b) Each of the Ultravisual 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 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 Ultravisual 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 Ultravisual is not aware of any circumstances likely to result in the revocation of any such favorable determination letter. (d) Neither CK Witco Ultravisual does not maintain, nor any CK Witco Entity maintains, or has it within the past 6 years has maintained, for the benefit of current or former employees of the Acquired BusinessesUltravisual, 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 current or former employees of CK Witco other than those employed in the Acquired Businesses: (i) the fair market value of the assets of each such defined benefit plan exceeds the present value of the "benefits liabilities" (as defined in Section 4001(a)(16) of ERISA) under such plan as of the end of the most recent plan year, calculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such plan; (ii) neither CK Witco nor any CK Witco Entity has incurred, or reasonably expects to incur within the 12 month period following the Effective Date and Time, liability to the Pension Benefit Guaranty Corporation or otherwise with respect to any such defined benefit plan; and (iii) neither CK Witco nor any CK Witco Entity anticipates terminating any such defined benefit plan within the 12 month period following the Effective Date and Time. (e) With respect to each Ultravisual Employee Benefit Plan, neither such plan, or any trustee, administrator, party in interest, fiduciary, agent or employee thereof, nor CK Witco or any CK Witco Entity Ultravisual has engaged in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code). With respect to any Employee Benefit Plan, no act, omission 4975) or transaction has occurred which would result been in the imposition of (i) breach of any fiduciary duty liability damages under Section 409 of ERISA, (ii) a civil penalty assessed pursuant to subsection (c), (i) or (l) of Section 502 of ERISA, or (iii) any excise tax under applicable provisions of the Code. With respect to each Employee Benefit Plan (i) all minimum funding standards required by law with respect to funding of benefits payable or to be payable under such plan have been met; (ii) there is no accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA; and (iii) there have been no terminations, partial terminations, or discontinuances of contributions without a determination by the IRS that such action does not adversely affect the tax-qualified status of that planobligations. (f) With respect Ultravisual has the right to amend, modify, or terminate any Ultravisual Employee Benefit Plans qualifying Plan without incurring any liability thereunder, except as "group health plans" to any benefits accrued prior to such amendment, modification, or termination. Ultravisual does not have any EXECUTION COPY obligations for post-retirement or post-employment benefits under any employee benefit plan that cannot be amended or terminated upon sixty (60) days advance notice, except as required by Section 4980B of the Code or Section 607(l) or 609 601 of ERISA and related regulations (relating to Section 4980(b) of the benefit continuation rights imposed by "COBRA" or qualified medical child support orders), CK Witco and each CK Witco Entity has complied in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and has not incurred any direct or indirect liability or is not subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure at any time to comply with any such federal or state benefit continuation of coverage requirementCode. (g) CK Witco has made, and Except as specifically identified in Section 7.17(g) of the Effective Date Ultravisual Disclosure Memorandum, the execution and Time delivery of this Agreement and the consummation of the transactions contemplated hereby will have made not result in any payment or accruedseries of payments by Ultravisual to any person which is an "excess parachute payment" (as defined in Section 280G of the Code), all payments and contributions required, increase or reasonably expected to be required, to be made secure (by way of a trust or other vehicle) any benefits payable under the provisions of each any Ultravisual Employee Benefit Plan, or required to be made under applicable laws, rules and regulations, with respect to accelerate time of payment or vesting of any period prior to the Effective Date and Time, such amounts to be determined using the ongoing actuarial and funding assumptions of such plan. CK Witco's financial statements reflect the approximate total pension, medical and other benefit liability for all Employee Benefit Plans, and no material funding changes or irregularities are reflected thereon which would cause such statements to be not representative of prior periodsbenefit. (h) Neither CK Witco Ultravisual nor any other entity considered to be one employer with CK Witco Ultravisual under Section 4001 of ERISA or Section 414 of the Code (an "ERISA AffiliateAFFILIATE") is, or at any time during the six-year period ended on the date hereof was, obligated to contribute to a multiemployer plan, as defined in Section 3(37)

Compliance With Erisa Etc. (a) The CK Witco Section 8.17(a) of the Emageon Disclosure Memorandum lists all plans, programs, and similar arrangements, commitments or agreements maintained by or on behalf of CK Witco, any CK Witco Entity Emageon 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 BusinessEmageon, including, but not limited to, including 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 PlansEMAGEON EMPLOYEE BENEFIT PLANS"). With respect to each Emageon Employee Benefit Plan, to the extent applicable, CK Witco Emageon has supplied Yorkshire Ultravisual 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 Emageon Employee Benefit Plan, including amendments thereto, (iv) the most recent Summary Plan Description and material employee communications for such Emageon Employee Benefit Plan, (v) the most recent actuarial report or valuation, and (vi) the most recent IRS determination letter. (b) Each of the Emageon 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 EXECUTION COPY 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 Emageon 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 Emageon is not aware of any circumstances likely to result in the revocation of any such favorable determination letter. (d) Neither CK Witco Emageon does not maintain, nor any CK Witco Entity maintains, or has it within the past 6 years has maintained, for the benefit of its current or former employees of the Acquired Businessesemployees, 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 current or former employees of CK Witco other than those employed in the Acquired Businesses: (i) the fair market value of the assets of each such defined benefit plan exceeds the present value of the "benefits liabilities" (as defined in Section 4001(a)(16) of ERISA) under such plan as of the end of the most recent plan year, calculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such plan; (ii) neither CK Witco nor any CK Witco Entity has incurred, or reasonably expects to incur within the 12 month period following the Effective Date and Time, liability to the Pension Benefit Guaranty Corporation or otherwise with respect to any such defined benefit plan; and (iii) neither CK Witco nor any CK Witco Entity anticipates terminating any such defined benefit plan within the 12 month period following the Effective Date and Time. (e) With respect to each Emageon Employee Benefit Plan, neither such plan, or any trustee, administrator, fiduciary, agent or employee thereof, nor CK Witco or any CK Witco Entity Emageon has engaged in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code4975). With respect to any Employee Benefit Plan, no act, omission or transaction has occurred which would result in the imposition of (i) breach of fiduciary duty liability damages under Section 409 of ERISA, (ii) a civil penalty assessed pursuant to subsection (c), (i) or (l) of Section 502 of ERISA, or (iii) any excise tax under applicable provisions of the Code. With respect to each Employee Benefit Plan (i) all minimum funding standards required by law with respect to funding of benefits payable or to be payable under such plan have been met; (ii) there is no accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(a) of ERISA; and (iii) there have been no terminations, partial terminations, or discontinuances of contributions without a determination by the IRS that such action does not adversely affect the tax-qualified status of that plan. (f) With respect Emageon has the right to amend, modify, or terminate any Emageon Employee Benefit Plans qualifying Plan without incurring any liability thereunder, except as "group health plans" to any benefits accrued prior to such amendment, modification, or termination. Emageon does not have any obligations for post-retirement or post-employment benefits under any employee benefit plan that cannot be amended or terminated upon sixty (60) days advance notice, except as required by Section 4980B of the Code or Section 607(l) or 609 601 of ERISA and related regulations (relating to Section 4980(b) of the benefit continuation rights imposed by "COBRA" or qualified medical child support orders), CK Witco and each CK Witco Entity has complied in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and has not incurred any direct or indirect liability or is not subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure at any time to comply with any such federal or state benefit continuation of coverage requirementCode. (g) CK Witco has made, and Except as specifically identified in Section 8.17(g) of the Effective Date Emageon Disclosure Memorandum, the execution and Time delivery of this Agreement and the consummation of the transactions contemplated hereby will have made not result in any payment or accruedseries of payments by Emageon to any person which is an "excess parachute payment" (as defined in Section 280G of the Code), all payments and contributions required, increase or reasonably expected to be required, to be made secure (by way of a trust or other vehicle) any benefits payable under the provisions of each any Emageon Employee Benefit Plan, or required to be made under applicable laws, rules and regulations, with respect to accelerate time of payment or vesting of any period prior to the Effective Date and Time, such amounts to be determined using the ongoing actuarial and funding assumptions of such plan. CK Witco's financial statements reflect the approximate total pension, medical and other benefit liability for all Employee Benefit Plans, and no material funding changes or irregularities are reflected thereon which would cause such statements to be not representative of prior periodsbenefit. (h) Neither CK Witco Emageon nor any other entity considered to be one employer with CK Witco under Section 4001 of its ERISA or Section 414 of the Code (an "ERISA Affiliate") Affiliates is, or at any time during the six-year period ended on the date hereof was, obligated to contribute to a multiemployer plan, as defined in Section 3(37)

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 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"). The CK Witco Disclosure Memorandum identifies each Employee Benefit Plan in which Business Employees were eligible to participate prior to the Effective Date and Time. 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 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 not 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, No Employee Benefit Plan is a "defined benefit pension plan" (as defined in Section 3(35) of ERISA) or a "multi- employer plan" (as defined in Section 3(37) of ERISA, 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 current or former employees of CK Witco other than those employed in the Acquired Businesses: (i) the fair market value of the assets of each such defined benefit plan exceeds the present value of the "benefits liabilities" (as defined in Section 4001(a)(16) of ERISA) under such plan as of the end of the most recent plan year, calculated on the basis of the actuarial assumptions used in the most recent actuarial valuation for such plan; (ii) neither CK Witco nor any CK Witco Entity has incurred, or reasonably expects to incur within the 12 month period following the Effective Date and Time, liability to the Pension Benefit Guaranty Corporation or otherwise with respect to any such defined benefit plan; and (iii) neither CK Witco nor any CK Witco Entity anticipates terminating any such defined benefit plan within the 12 month period following the Effective Date and Time. (e) With respect to each Employee Benefit Plan, neither such plan, or any trustee, administrator, fiduciary, agent or employee thereof, nor CK Witco or any CK Witco Entity has engaged in any "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code). With respect to any each Employee Benefit Plan, no act, omission or transaction has occurred which would result in the imposition of (i) breach of fiduciary duty liability damages under Section 409 of ERISA, (ii) a civil penalty assessed pursuant to subsection (c), (i) or (l) of Section 502 of ERISA, or (iii) any excise tax under applicable provisions of the Code. With respect to each Employee Benefit Plan (i) all minimum funding standards required by law with respect to funding of benefits payable or to be payable under such plan have been met; (ii) there is no accumulated funding deficiencyPlan, as defined in Section 412(a) of the Code and Section 302(a) of ERISA; and (iii) there have been no terminations, partial terminations, terminations or discontinuances of contributions without a determination by the IRS that such action does not adversely affect the tax-qualified status of that plan. (f) No liability has been incurred by or is reasonably expected to be incurred by CK Witco or any entity, trade or business that is a member of a group described in Sections 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA that includes CK Witco, which could subject Yorkshire to liability under Title IV of ERISA, Section 301 of ERISA, Sections 412 or 4971 of the Code or the continuation coverage requirements of Section 601 et seq. of ERISA and Section 4980B of the Code. (g) No litigation or claims (other than routine claims for benefits) are pending or, to the knowledge of CK Witco, threatened against, or with respect to, any of the Employee Benefit Plans or with respect to any fiduciary, administrator, sponsor (in their capacities as such), or any party-in-interest thereof. (h) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in any payment or series of payments by the Acquired Businesses to any person which is an "excess parachute payment" (as defined in Section 280G of the Code), increase or secure (by way of a trust or other vehicle) any benefits payable under any Employee Benefit Plan, or accelerate time of payment or vesting of any such benefit. (i) With respect to each Employee Benefit Plans Plan qualifying as a "group health plansplan" under Section 4980B of the Code or Section 607(l) or 609 of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA" COBRA or qualified medical child support orders), CK Witco and each CK Witco Entity has complied in all material respects with all reporting, disclosure, notice, election and other benefit continuation and coverage requirements imposed thereunder as and when applicable to those plans, and has not incurred any direct or indirect liability or is not subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure at any time to comply with any such federal or state benefit continuation of coverage requirement. (g) CK Witco has made, and as of the Effective Date and Time will have made or accrued, all payments and contributions required, or reasonably expected to be required, to be made under the provisions of each Employee Benefit Plan, or required to be made under applicable laws, rules and regulations, with respect to any period prior to the Effective Date and Time, such amounts to be determined using the ongoing actuarial and funding assumptions of such plan. CK Witco's financial statements reflect the approximate total pension, medical and other benefit liability for all Employee Benefit Plans, and no material funding changes or irregularities are reflected thereon which would cause such statements to be not representative of prior periods. (h) Neither CK Witco nor any other entity considered to be one employer with CK Witco under Section 4001 of ERISA or Section 414 of the Code (an "ERISA Affiliate") is, or at any time during the six-year period ended on the date hereof was, obligated to contribute to a multiemployer plan, as defined in Section 3(37)