Common use of Compliance with Laws; Liabilities Clause in Contracts

Compliance with Laws; Liabilities. Section 3.9(c)(i) of the Seller Disclosure Letter identifies each Benefit Plan that is intended to be qualified under Section 401(a) of the Code. Each such Benefit Plan is the subject of a favorable determination letter or opinion letter from the IRS or a request for a favorable determination letter or opinion letter has been timely filed with the IRS, and, to the Knowledge of the Company, there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of each such Benefit Plan. Except as disclosed in Section 3.9(c)(ii) of the Seller Disclosure Letter, (i) all Benefit Plans comply and have been operated in all material respects in accordance with their terms and the requirements of Law applicable thereto, (ii) there are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened, involving any Benefit Plan and (iii) the Company and the Subsidiaries have not engaged in, and to the Knowledge of the Company, there has not been, any non-exempt transaction prohibited by ERISA or by Section 4975 of the Code with respect to any Benefit Plan or their related trusts, if any, which would reasonably be expected to result in a material liability of the Company. No Benefit Plan is under audit or is the subject of an audit, investigation or other administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority, nor is any such audit, investigation or other administrative proceeding, to the Knowledge of the Company, threatened. Except as would not reasonably be expected to result in a material liability to the Company, all contributions, reimbursements, premium payments and other payments required to have been made under or with respect to each Benefit Plan as of or prior to the date hereof have been made on a timely basis in accordance with applicable Law. Neither the Company nor any of its Subsidiaries or ERISA Affiliates nor any predecessor thereof sponsors, maintains or contributes to, or has in the past six (6) years sponsored, maintained or contributed to, any pension plan subject to Title IV of ERISA.

Compliance with Laws; Liabilities. Section 3.9(c)(i) of the Seller Disclosure Letter identifies each As to all U.S. Benefit Plan Plans that is are intended to be qualified under Section 401(a) of the Code. Each , each such U.S. Benefit Plan is the subject of a favorable determination letter or is entitled to rely on an advisory or opinion letter from the IRS U.S. Internal Revenue Service or a request for a favorable determination letter or opinion letter has been timely filed with the IRS, and, to the Knowledge of the Company, there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of each such Benefit PlanU.S. Internal Revenue Service. Except as disclosed in Section 3.9(c)(ii5.19(c) of the Seller Companies’ Disclosure LetterSchedule, (i) all Benefit Plans comply and have been operated administered in all material respects in accordance with their terms and in compliance in all material respects with the requirements of Law applicable thereto, including ERISA and the Code if applicable; (ii) there are no actions, suits or claims (other than routine claims for benefits) pending or, or threatened involving or relating to any Benefit Plan; (iii) to the Knowledge of the CompanyCompanies, threatenedno facts or circumstances exist that could give rise to any such actions, involving suits or claims, (iv) no Company has any liability under any Benefit Plan and (iii) for providing post-retirement medical, health or life benefits, other than, in respect of the Company and the Subsidiaries have not engaged inU.S. Benefit Plans, and to the Knowledge extent required to provide group health plan continuation coverage under Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the CompanyCode or Applicable Law; (v) no Company nor any its respective directors, there has not beenofficers, employees and agents have engaged in any non-exempt transaction prohibited by ERISA or by Section 4975 of the Code with respect to any U.S. Benefit Plan or their related trusts, if any, which would that could reasonably be expected to result in the imposition of a material liability penalty or tax, or other liability; (vi) no written or oral communication has been received from the Pension Benefit Guaranty Corporation (the “PBGC”) in respect of any Company Plan subject to Title IV of ERISA concerning the Company. No Benefit Plan is under funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the transactions contemplated herein, and (vii) no administrative investigation, audit or is the subject of an audit, investigation or other administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authoritythe PBGC, nor is any such audit, investigation the Internal Revenue Service or other administrative proceeding, to the Knowledge of the Company, governmental agencies are pending or threatened. Except as would not reasonably be expected to result in a material liability to the Company, all All contributions, reimbursements, premium payments and other payments required to have been made under or with respect to each U.S. Benefit Plan as of or prior to the date hereof have been made on a timely basis in accordance with applicable Applicable Law. Neither the Company nor any of its Subsidiaries or ERISA Affiliates nor any predecessor thereof sponsors, maintains or contributes to, or has in the past six (6) years sponsored, maintained or contributed to, any pension plan subject to Title IV of ERISA.

Compliance with Laws; Liabilities. Section 3.9(c)(i(i) of the Seller Disclosure Letter identifies each As to all Benefit Plan Plans that is are intended to be qualified under Section 401(a) of the Code. Each , each such Benefit Plan is the subject of a favorable determination letter or is entitled to rely on an advisory or opinion letter from the IRS or a request for a favorable determination letter or opinion letter has been timely filed with the IRS, and, to the Knowledge Internal Revenue Service that it is so qualified and that its trust is exempt from Tax under Section 501(a) of the Company, Code and there are no existing facts or circumstances that, individually or events that in the aggregate, would reasonably be expected to adversely affect result in the qualified status loss of each such Benefit Plan’s qualified status or the imposition of any material liability, penalty or tax under ERISA or the Code. Except as disclosed in Section 3.9(c)(ii3.13(c)(i) of the Seller Disclosure LetterSchedule, (i) all Benefit Plans comply and have been established, funded, operated and administered and comply in all material respects in accordance with their terms and the requirements of Law law applicable thereto, including ERISA and the Code; (ii) there are no actions, suits or claims Actions (other than routine claims for benefits) pending orpending, or to the Knowledge of the Company, threatened, threatened involving any Benefit Plan and Plan, the assets of any of the trusts under such plans or the plan sponsor or the plan administrator, or against any fiduciary of the Benefit Plans with respect to the operation of such plans; (iii) no member of the Company Group has any liability under any Benefit Plan for providing post-retirement medical benefits, other than statutory liability for providing group health plan continuation coverage under Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Subsidiaries have not engaged inCode or Applicable Law; and (iv) none of the Company or any of its Subsidiaries, and nor to the Knowledge of the Company, there any “party in interest” or any “disqualified person” with respect to a Benefit Plan, has not been, engaged in any material non-exempt transaction prohibited by ERISA or by Section 4975 of the Code or Section 406 of ERISA with respect to any Benefit Plan or their related trusts, if any, which would reasonably be expected to result in a material liability of the CompanyPlan. No Benefit Plan is under audit or is the subject of an audit, investigation or other administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority, nor is any such audit, investigation or other administrative proceeding, to the Knowledge of the Company, threatened. Except as would not reasonably be expected to result in a material liability to the Company, all All contributions, reimbursementspayments, premium payments distributions and other payments intercompany charges required to have been made under or with respect to each Benefit Plan as of or prior to the date hereof have been made on a timely basis or properly accrued and reflected in the Latest Balance Sheet, in each case in accordance with applicable Law. Neither the Company nor any provisions of its Subsidiaries or ERISA Affiliates nor any predecessor thereof sponsorseach of the Benefit Plans, maintains or contributes to, or has in the past six (6) years sponsored, maintained or contributed to, any pension plan subject to Title IV of ERISAApplicable Law and GAAP.

Compliance with Laws; Liabilities. Section 3.9(c)(i) of the Seller Disclosure Letter identifies each As to all Benefit Plan Plans that is are intended to be qualified under Section 401(a) of the Code. Each , each such Benefit Plan is the subject of a favorable determination letter or opinion letter from the IRS Internal Revenue Service or a request for a favorable determination letter or opinion letter has been timely filed with the IRSInternal Revenue Service, and, to the Knowledge of the Company, there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of each such Benefit Plan. Except as disclosed in Section 3.9(c)(ii) of the Seller Disclosure Letter, (i) all All Benefit Plans comply and have been operated in all material respects in accordance with their terms and the requirements of Law applicable thereto, (ii) there are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened, involving any Benefit Plan and (iii) the Company and the Subsidiaries have not engaged in, and to the Knowledge of the Company, there has not been, any non-exempt transaction prohibited by ERISA or by Section 4975 of the Code with respect to any Benefit Plan or their related trusts, if any, in the case of each of clauses (ii) and (iii) which would reasonably be expected to result in a material liability of the Company. No Benefit Plan is under audit or is the subject of an audit, investigation or other administrative proceeding or, to the Knowledge of the Company, investigation by the IRS, the Department of Labor, or any other Governmental Authority, nor is any such audit, investigation or other administrative proceeding, to the Knowledge of the Company, threatened. Except as would not reasonably be expected to result in a material liability to the Company, all contributions, reimbursements, premium payments and other payments required to have been made under or with respect to each Benefit Plan as of or prior to the date hereof have been made on a timely basis in accordance with applicable Law. Neither None of the Company nor any of Company, its ERISA Affiliates, the Subsidiaries or ERISA Affiliates nor any predecessor thereof sponsors, maintains or contributes to, or has in the past six (6) years sponsored, maintained or contributed to, any pension plan subject to Title IV of ERISA.

Compliance with Laws; Liabilities. Section 3.9(c)(i) of the Seller Disclosure Letter identifies each As to all Benefit Plan that is intended to be qualified under Section 401(a) of the Code. Each such Benefit Plan is the subject of a favorable determination letter or opinion letter from the IRS or a request for a favorable determination letter or opinion letter has been timely filed with the IRS, and, to the Knowledge of the Company, there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of each such Benefit Plan. Except as disclosed in Section 3.9(c)(ii) of the Seller Disclosure Letter, (i) all Plans: All Benefit Plans comply and have been operated administered in form and in operation in all material respects in accordance with their terms and with all applicable requirements of law (including, in the case of any Benefit Plan which is an employee pension benefit plan, the requirements of Law sections 401(a) and 50(a) of the Code), and no event has occurred which will or could cause any such Benefit Plan to fail to comply with such requirements and no notice has been issued by any Governmental Authority questioning or challenging such compliance; Each Benefit Plan which is an employee pension benefit plan is the subject of a favorable determination letter issued by the IRS with respect to the qualified status of such plan under section 401(a) of the Code and the tax-exempt status of any trust which forms a part of such plan under section 501(a) of the Code; all amendments to any such plan for which the remedial amendment period (within the meaning of section 401(b) of the Code and applicable theretoregulations) has expired are covered by a favorable IRS determination letter; and no event has occurred which will or could give rise to disqualification of any such plan under such sections or to a Tax under section 511 of the Code; none of the assets of any Benefit Plan is invested in employer securities or employer real property; there have been no "prohibited transactions" (as described in section 406 of ERISA or section 4975 of the Code) with respect to any Benefit Plan and neither the Company has otherwise engaged in any prohibited transaction; there has been no act or omission which has given rise to or may give rise to fines, (iipenalties, taxes or related charges under sections 502(c), 502(i), 502(l) or 4071 of ERISA or Chapters 43, 47, 68 or 100 of the Code for which the Company or any of its ERISA Affiliates may be liable; there are no actions, suits or claims (other than routine claims for benefits) pending oror threatened involving the Benefit Plans or the assets thereof, and no facts exist which could give rise to the Knowledge any such actions, suits or claims (other than routine claims for benefits); no Benefit Plan is subject to Title IV of ERISA; each Benefit Plan which constitutes a "group health plan" (as defined in section 607(1) of ERISA or section 4980B(g)(2) of the CompanyCode), threatened, involving including any Benefit Plan plans of current and (iiiformer affiliates which must be taken into account under section 4980B and 414(t) the Company and the Subsidiaries have not engaged in, and to the Knowledge of the Company, there has not been, any non-exempt transaction prohibited by ERISA or by Section 4975 of the Code or section 601 of ERISA, have been operated in compliance with respect to any Benefit Plan or their related trustsapplicable Laws, if any, which would reasonably be expected to result in a material liability including the group health plan continuation coverage requirements of section 4980B of the Company. No Benefit Plan is under audit or is Code and section 601 of ERISA and the subject portability and nondiscrimination requirements of an audit, investigation or other administrative proceeding by sections 9801 and 9802 of the IRS, the Department of Labor, or any other Governmental Authority, nor is any such audit, investigation or other administrative proceeding, Code to the Knowledge of extent such requirements are applicable; actuarially adequate accruals for all obligations under the Company, threatened. Except as would not reasonably be expected to result Benefit Plans are reflected in a material liability to the Company, all contributions, reimbursements, premium payments and other payments required to have been made under or with respect to each Benefit Plan as of or prior to the date hereof have been made on a timely basis in accordance with applicable Law. Neither Financial Statements; neither the Company nor any of its Subsidiaries or ERISA Affiliates nor has any liability or contingent liability under any Benefit Plan for providing post-retirement medical or life insurance benefits, other than statutory liability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and section 4980B (or any predecessor thereof sponsors, maintains section thereto) of the Code; and there has been no act or contributes to, omission that would impair the right or has in ability of the past six (6) years sponsored, maintained Company or contributed to, any pension plan subject of its ERISA Affiliates to Title IV of ERISAunilaterally amend or terminate any Benefit Plan.

Compliance with Laws; Liabilities. Section 3.9(c)(i) of the Seller Disclosure Letter identifies each As to all Benefit Plan Plans that is are intended to be qualified under Section 401(a) of the Code. Each , each such Benefit Plan is the subject of a favorable determination letter or opinion letter from the IRS Internal Revenue Service or a request for a favorable determination letter or opinion letter has been timely filed with the IRS, and, to the Knowledge of the Company, there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of each such Benefit PlanInternal Revenue Service. Except as disclosed set forth in Section 3.9(c)(iiSchedule 3.7(c) of the Seller Disclosure LetterSchedule, (i) all Benefit Plans comply and have been operated in all material respects in accordance with their terms and the requirements of Law law applicable thereto, ; (ii) there are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened, involving any Benefit Plan and Plan; (iii) the Company has no liability under any Benefit Plan for providing health or medical benefits after an Employee’s termination of employment, whether voluntary or involuntary, other than statutory liability for providing group health plan continuation coverage under Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code or applicable law; (iv) the Company and the Subsidiaries Subsidiary have not engaged in, and to the Knowledge of the Company, there has not been, in any non-exempt transaction prohibited by ERISA or by Section 4975 of the Code with respect to any Benefit Plan or their related trusts, if any, which would reasonably be expected to result in a material liability of the Company. No Benefit Plan is under audit or is the subject of an audit, investigation or other administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority, nor is any such audit, investigation or other administrative proceeding, to the Knowledge of the Company, threatened. Except as would not reasonably be expected to result in a material liability to the Company, Material Adverse Effect; (v) all contributions, reimbursements, premium payments and other payments required to have been made under or with respect to each Benefit Plan as of or prior to the date hereof have been made on a timely basis in accordance with applicable Law. Neither law; (vi) there are no inquiries or proceedings pending or, to the knowledge of the Company nor any the Subsidiary, threatened by the Internal Revenue Service, the U.S. Department of its Subsidiaries or ERISA Affiliates nor any predecessor thereof sponsors, maintains or contributes toLabor, or has by any other governmental authority; and (vii) neither the Company nor the Subsidiary is bound by a collective bargaining or labor agreement, or any individual employment contract or agreement, to maintain any plan described in the past six (6either Section 3.7(a)(i) years sponsored, maintained or contributed to, any pension plan subject to Title IV of ERISA3.7(a)(ii) above.

Compliance with Laws; Liabilities. Section 3.9(c)(iAs to all Employee Benefit Plans: (i) All Employee Benefit Plans that are employee pension benefit plan (as defined in section 3(2) of the Seller Disclosure Letter identifies each Benefit Plan that is intended to be qualified under Section ERISA) comply in form and in operation with all applicable requirements of section 401(a) and 501(a) of the Code. Each ; there have been no amendments to such Benefit Plan is plans which are not the subject of a favorable determination letter issued with respect thereto by the Internal Revenue Service or opinion letter from the IRS or a request for a favorable determination letter or opinion which application for such letter has been not been, or will not be, timely filed with the IRS, and, Internal Revenue Service; and no event has occurred which would likely give rise to the Knowledge disqualification of any such plan under such sections or to a tax under section 511 of the Company, there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of each such Benefit PlanCode. Except as disclosed in Section 3.9(c)(ii) of the Seller Disclosure Letter, (i) all Benefit Plans comply and have been operated in all material respects in accordance with their terms and the requirements of Law applicable thereto, (ii) there are There have been no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened, involving any Benefit Plan and (iii) the Company and the Subsidiaries have not engaged in, and to the Knowledge of the Company, there has not been, any non-exempt transaction "prohibited by transactions" (as described in section 406 of ERISA or by Section section 4975 of the Code Code) with respect to any Employee Benefit Plan or their related trusts, if any, for which would reasonably be expected to result in a material liability of the Company. No Benefit Plan is under audit or is the subject of an audit, investigation or other administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority, nor is any such audit, investigation or other administrative proceeding, to the Knowledge of the Company, threatened. Except as would not reasonably be expected to result in a material liability to the Company, all contributions, reimbursements, premium payments and other payments required to have been made under or with respect to each Benefit Plan as of or prior to the date hereof have been made on a timely basis in accordance with applicable Law. Neither the Company nor or any of its Subsidiaries or ERISA Affiliates nor any predecessor thereof sponsorsmay be liable. (iii) None of the payments contemplated by the Employee Benefit Plans would, maintains or contributes to, or has in the past six aggregate, constitute non-deductible excess parachute payments as defined in section 280G of the Code. 10 17 (6iv) years sponsored, maintained or contributed to, any pension No Employee Benefit plan is subject to Title IV of ERISA and no plan is a multiemployer plan (as defined in Section 3(37) of ERISA.). (v) Each Employee Benefit Plan which constitutes a "group health plan" (as defined in section 607(1) of ERISA of section 4980(g)(2) of the Code), including any plans of current and former Affiliates which must be taken into account under sections 4980B and 414(t) of the Code or section 601 of ERISA, has been operated in material compliance with applicable la, including coverage requirements of section 4980B of the Code and section 601 of ERISA to the extent such requirements are applicable. (vi) Except as reflected in the SEC Financial Statements, neither the Company nor any ERISA Affiliate has any liability or contingent liability for providing, under any Employee Benefit Plan or otherwise, any post-retirement medical or life insurance benefits, other than Statutory liability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and section 4980B of the Code. (vii) Accruals in an amount determined by the Seller's actuaries for all obligations under the Employee Benefit Plans, arrangements and agreements are reflected in the SEC Financial Statements. (viii) Except as set forth on Section 3.9 of the Disclosure Schedule, there has been no act or omission that would impair the ability of the Company (or any successor thereto) unilaterally to amend or terminate any Employee Benefit Plan. 3.10

Compliance with Laws; Liabilities. Section 3.9(c)(i) of the Seller Disclosure Letter identifies each No Vidara U.S. Benefit Plan that is Plans are intended to be qualified under Section 401(a) of the Code. Each As to all Oasis Benefit Plans intended to be qualified under Section 401(a) of the Code, to the Knowledge of Vidara, each such Oasis Benefit Plan is the subject of a favorable determination letter or is entitled to rely on an advisory or opinion letter from the IRS Internal Revenue Service or a request for a favorable determination letter or opinion letter has been timely filed with the IRSU.S. Internal Revenue Service. Except as disclosed in Section 3.10(d) of the Vidara Disclosure Schedule, (i) all Vidara Benefit Plans and, to the Knowledge of the CompanyVidara, there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of each such Benefit Plan. Except as disclosed in Section 3.9(c)(ii) of the Seller Disclosure Letter, (i) all Oasis Benefit Plans comply and have been operated administered in all material respects in accordance with their terms and in compliance in all material respects with the requirements of Law applicable thereto, including ERISA and the Code; (ii) there are no actions, suits or claims (other than routine claims for benefits) pending with respect to any Vidara Benefit Plan or, to the Knowledge of the CompanyVidara, threatened, involving any Oasis Benefit Plan and (iii) the Company and the Subsidiaries have not engaged inand, and to the Knowledge of the CompanyVidara, there are no actions, suits or claims (other than routine claims for benefits) threatened involving or relating to any Vidara Benefit Plan or Oasis Benefit Plan; (iii) none of the Vidara Companies has any liability under any Vidara Benefit Plan or Oasis Benefit Plan for providing post-retirement medical, health or life benefits, other than, in respect of the Vidara U.S. Benefit Plans, to the extent required to provide group health plan continuation coverage under Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code or applicable law; and (iv) the Vidara Companies and their respective directors, officers, employees and agents have not been, engaged in any non-exempt transaction prohibited by ERISA or by Section 4975 of the Code with respect to any Vidara U.S. Benefit Plan or their related trusts, if any, which would Oasis Benefit Plan that could reasonably be expected to result in the imposition of a material liability of the Company. No Benefit Plan is under audit penalty or is the subject of an auditmaterial tax, investigation or other administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority, nor is any such audit, investigation or other administrative proceeding, to the Knowledge of the Company, threatenedmaterial liability. Except as would not reasonably be expected to result in a material liability to the Company, all All contributions, reimbursements, premium payments and other payments required to have been made under or with respect to each Vidara U.S. Benefit Plan and each Oasis Benefit Plan in respect to each participating U.S. Vidara Employee as of or prior to the date hereof have been made on a timely basis in accordance with applicable Law. Neither the Company nor any of its Subsidiaries or ERISA Affiliates nor any predecessor thereof sponsors, maintains or contributes to, or has in the past six (6) years sponsored, maintained or contributed to, any pension plan subject to Title IV of ERISAlaw.

Compliance with Laws; Liabilities. All Employee Benefit Plans comply in all material respects, and have been administered in form and in operation in compliance in all material respects with all requirements of applicable law and regulations, and no event has occurred which will or could cause any such Employee Benefit Plan to fail to comply with such requirements and no notice has been issued by any Governmental Authority questioning or challenging such compliance. There have been no "prohibited transactions" (as described in Section 3.9(c)(i) 406 of ERISA or section 4975 of the Seller Disclosure Letter identifies each Code) with respect to any Employee Benefit Plan that is intended which could reasonably subject the Company or any Subsidiaries to be qualified any tax or penalty under Section 401(a) section 4975 of the Code. Each such Benefit Plan is There have been no acts or omissions by the subject Company or by any Subsidiaries which have given rise to or could give rise to any fines, penalties, taxes or related charges under section 502 of a favorable determination letter ERISA or opinion letter from the IRS Chapters 43, 47 or a request for a favorable determination letter or opinion letter has been timely filed with the IRS, and, to the Knowledge 68 of the Company, there are no existing circumstances Code for which the Company or events that would reasonably any Subsidiary may be expected to adversely affect the qualified status of each such Benefit Planliable. Except as disclosed in Section 3.9(c)(ii) of the Seller Disclosure Letter, (i) all Benefit Plans comply and have been operated in all material respects in accordance with their terms and the requirements of Law applicable thereto, (ii) there There are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened, or threatened involving any Benefit Plan and (iii) the Company and the Subsidiaries have not engaged in, and to the Knowledge of the Company, there has not been, any non-exempt transaction prohibited by ERISA or by Section 4975 of the Code with respect to any Employee Benefit Plan or their related trusts, if any, the assets thereof and no facts exist which would reasonably be expected could give rise to result in a material liability of the Company. No Benefit Plan is under audit or is the subject of an audit, investigation or other administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority, nor is any such auditactions, investigation suits or claims (other administrative proceeding, to the Knowledge of the Company, threatened. Except as would not reasonably be expected to result in a material liability to the Company, all contributions, reimbursements, premium payments and other payments required to have been made under or with respect to each Benefit Plan as of or prior to the date hereof have been made on a timely basis in accordance with applicable Lawthan routine claims for benefits). Neither the Company nor any of its Subsidiaries Subsidiary has any liability, contingent or ERISA Affiliates nor otherwise, for providing, under any predecessor thereof sponsors, maintains Employee Benefit Plan or contributes to, or has in the past six (6) years sponsored, maintained or contributed tootherwise, any pension post-retirement medical or life insurance benefits, other than statutory lability for providing group health plan continuation coverage under Part 6 of Title I of ERISA and section 4908B of the Code. Actuarially adequate accruals for all obligations under the Employee Benefit Plans subject to the requirements of Title IV of ERISA.ERISA or Section 412 of the Code are reflected in the Financial Statements and such obligations include a pro rata amount of the contributions and