Compliance with Laws; Contributions. To the knowledge of Sellers, each Cable Plan has, at all times on or after September 1, 1992 and, to the knowledge of Sellers (without having made any inquiry with respect thereto), at all times prior to September 1, 1992, been maintained in all material respects, by its terms and in operation, in accordance with all Legal Requirements (including Section 1862(b)(1) of the Social Security Act). The MNH Entities and their ERISA Affiliates have made full and timely payment of all amounts required to be contributed under the terms of each Cable Plan and Legal Requirements or required to be paid as expenses under such Cable Plan, and the MNH Entities and their ERISA Affiliates shall continue to do so through the Closing, except as Sellers and Buyer may otherwise agree.
Compliance with Laws; Contributions. Each Company Plan has at all times prior hereto been maintained, in all material respects, in accordance with its terms and all applicable laws, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Other than claims for benefits in the ordinary course, there is no claim pending or, to the knowledge of the Company, threatened, involving any Company Plan by any Person against such plan or the Company that would reasonably be expected to have a Material Adverse Effect. There is no pending or, to the knowledge of the Company, threatened, proceeding involving any Company Employee Plan before the IRS, the United States Department of Labor or any other Governmental Authority. The Company and its ERISA Affiliates have made full and timely payment of all amounts required to be contributed under the terms of each Company Plan and applicable law or required to be paid as expenses under 18 25 such Company Plan, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Compliance with Laws; Contributions. Each Company Plan has at all times prior hereto been maintained, in all material respects, in accordance with all applicable laws. Other than claims for benefits in the ordinary course, there is no claim pending or, to the knowledge of GPI, threatened involving any Company Plan by any Person against such plan or GPI or any GPI Subsidiary. There is no pending or, to the knowledge of GPI, threatened proceeding involving any Company Plan before the IRS, the United States Department of Labor or any other governmental authority. Each of GPI and the GPI Subsidiaries and their respective ERISA Affiliates have made full and timely payment of all amounts required to be contributed under the terms of each Company Plan and applicable law or required to be paid as expenses under such Company Plan. To the extent it might give rise to any material liability: (i) no Prohibited Transaction has occurred with respect to any Company Employee Benefit Plan or any other employee benefit plan or arrangement maintained by GPI or any GPI Subsidiary or any of their respective ERISA Affiliates which is covered by Title I of ERISA; (ii) no Reportable Event that was not waived by regulation of the Pension Benefit Guaranty Corporation, and no event described in Section 4062 or 4063 of ERISA, has occurred in connection with any Company Employee Benefit Plan; and (iii) neither GPI nor any GPI Subsidiary nor any of their current or former ERISA Affiliates (while an ERISA Affiliate) has engaged in, or is a successor or parent corporation to any entity that has engaged in, a transaction described in Section 4069 of ERISA.
