Common use of Compliance with Laws; Liabilities Clause in Contracts

Compliance with Laws; Liabilities. Except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect: (i) each Benefit Plan that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter or opinion letter from the IRS, and there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of each such Benefit Plan; (ii) all Benefit Plans comply and have been operated in all material respects in accordance with their terms and the requirements of Law applicable thereto; (iii) 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; (iv) the Company and its 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 which would reasonably be expected to result in a material liability of the Company; (v) 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; and (vi) 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 or accrued (as applicable) on a timely basis in accordance with applicable Law.

Compliance with Laws; Liabilities. Except as would not reasonably be expected As to have, either individually or in the aggregate, a Company Material Adverse Effect: (i) each all Benefit Plan Plans that is are intended to be qualified under Section 401(a) of the Code Code, each such Benefit Plan is the subject of a currently-applicable 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 has been timely filed with the Internal Revenue Service and there are no existing circumstances or events nothing has occurred that would could reasonably be expected to adversely affect the qualified status tax qualification of each any such Benefit Plan; . Except as disclosed in Section 3.10 of the Disclosure Schedule, (iii) all each Benefit Plans comply Plan has been established and have been operated administered in all material respects in accordance with their its terms and in material compliance with ERISA, the requirements of Law applicable theretoCode or other Applicable Law; (iiiii) there are no actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the CompanySellers, threatened, involving any Benefit Plan; (iv) the Company and its 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 threatened with respect to any Benefit Plan or their related trusts which would reasonably be expected to result in a material liability of the CompanyPlan; and (viii) there are 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 proceedingpending or, to the Knowledge of the CompanySellers, threatened; and (vi) all threatened audits or inquiries by any Governmental Authority with respect to any Benefit Plan. 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 or accrued (as applicable) on a timely basis in accordance with applicable Applicable Law.

Compliance with Laws; Liabilities. Except as would not reasonably be expected to have, either individually or in the aggregate, a Company Material Adverse Effect: (i) each Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter or opinion letter from the IRS, and there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of each such Benefit Plan; (ii) all Benefit Plans comply and have been operated in all material respects and have been established, operated, funded, and documented in accordance in all material respects with their terms and the requirements of Law applicable thereto; (iii) there are no material actions, suits or claims (other than routine claims for benefits) pending or, to the Knowledge of the Company, threatened, involving any Benefit Plan; (iv) the Company and its 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 which would reasonably be expected to result in a material liability of the Company; (v) 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, the Canada Revenue Agency, or any other Governmental Authority, nor is any such audit, notice of potential audit, investigation or other administrative proceeding, to the Knowledge of the Company, threatened; and (viv) 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 or accrued (as applicable) on a timely basis in accordance with applicable Law, except as would not reasonably be expected to result in material liability to the Company or any of its Subsidiaries; and (vi) no non-exempt prohibited transactions under Section 406 or 407 of ERISA or Section 4975 of the Code have occurred with respect to any Benefit Plan. Each of the Company’s and its Subsidiaries’ nonqualified deferred compensation plans (within the meaning of Section 409A of the Code) has been maintained in all material respects in operational and documentary compliance with Section 409A of the Code and the Treasury Regulations promulgated thereunder.

Compliance with Laws; Liabilities. Except as would not reasonably be expected As to have, either individually or in the aggregate, a Company Material Adverse Effect: (i) each all Benefit Plan Plans that is are intended to be qualified under Section 401(a) of the Code Code, 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 IRSInternal Revenue Service or a request for a favorable determination letter has been timely filed with the Internal Revenue Service. Except as disclosed in Section 3.10(c) of the Disclosure Schedule, and there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of each such Benefit Plan; (iii) all Benefit Plans comply and have been operated in all material respects in accordance with their terms and the requirements of Law applicable thereto; (iiiii) there are no actions, suits or claims (other than routine claims for benefits) or any administrative investigations, audits or other administrative proceedings pending or, to the Knowledge of the Company, threatened, involving any Benefit Plan; (iii) neither the Company nor any of its Subsidiaries has any liability under any Benefit Plan for providing post-retirement medical or other welfare 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 Code or applicable Law; and (iv) the Company and its Subsidiaries 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 which would reasonably be expected to result in a material liability of to the Company; (v) 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; and (vi) all . All contributions, reimbursements, premium payments and other payments required to have been made under or with respect to each Benefit Plan as of or within the last twelve (12) months prior to the date hereof have been made or accrued (as applicable) on a timely basis in accordance with applicable LawLaw and if such contributions or payments are not yet due, they have been properly reflected in the Company’s financial statements.

Compliance with Laws; Liabilities. Except as would not reasonably be expected to have, either individually or in the aggregate, have a Company Material Adverse Effect: (i) each Benefit Plan that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination letter or opinion letter from the IRS, and there are no existing circumstances or events that would reasonably be expected to adversely affect the qualified status of each such Benefit Plan; (ii) all Benefit Plans comply and have been operated in all material respects in accordance with their terms and the requirements of Law applicable thereto; (iii) 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; (iv) the Company and its 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 which would reasonably be expected to result in a material liability of the Company; (v) 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; and (vi) 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 or accrued (as applicable) on a timely basis in accordance with applicable Law.