Common use of Compliance with Laws; Liabilities Clause in Contracts

Compliance with Laws; Liabilities. As to all Benefit Plans, except as otherwise specified on Schedule 2.19(c), the Practice is in compliance in all material respects with the terms of all Benefit Plans and every Benefit Plan is in compliance with all of the requirements and provisions of ERISA and all other laws and regulations applicable thereto, including without limitation the timely filing of all annual reports or other filings required with respect to such Benefit Plans. None of the assets of any Benefit Plan are invested in employer securities or employer real property, as those terms are defined in Section 407(d) of ERISA. 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 Practice nor any ERISA Affiliate thereof has otherwise engaged in any prohibited transaction. There has been no “accumulated funding deficiency” as defined in Section 302 of ERISA, nor has any reportable event as defined in Section 4043(b) of ERISA occurred with respect to any Benefit Plan. Actuarially adequate accruals for all obligations or contingent obligations under the Benefit Plans are reflected in Balance Sheets and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the Effective Date.

Compliance with Laws; Liabilities. As to all Benefit Plans, except Except as otherwise specified set forth on Schedule 2.19(c)SCHEDULE 2.18, the Practice Cathedral Group is in compliance in all material respects with the terms of all of its Benefit Plans and every Benefit Plan is in compliance with all of the requirements and provisions of ERISA and all other laws Regulations and regulations Orders applicable thereto, including without limitation the timely filing of all annual reports or other filings required with respect to such Benefit Plans. None of the assets of any Benefit Plan are invested in employer securities or employer real property, as those terms are defined in Section 407(d) of ERISA. 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 Practice Cathedral Group nor any ERISA Affiliate thereof of the Cathedral Group has otherwise engaged in any prohibited transaction. There has been no “"accumulated funding deficiency” " as defined in Section 302 of ERISA, nor has any reportable event as defined in Section 4043(b) of ERISA occurred with respect to any Benefit Plan. Actuarially adequate accruals for all obligations or contingent obligations under the Benefit Plans are reflected in the most recent Balance Sheets Sheet provided to Buyer and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the Effective Closing Date.

Compliance with Laws; Liabilities. As to all Benefit Plans, except as otherwise specified on Schedule 2.19(c)2.18, the Practice DAP is in compliance in all material respects with the terms of all Benefit Plans plans and every Benefit Plan is in material compliance with all of the requirements and provisions of ERISA and all other laws and regulations applicable thereto, including without limitation the timely filing of all annual reports or other filings required with respect to such Benefit Plans. None of the assets of any Benefit Plan are invested in employer securities or employer real property, as those terms are defined in Section 407(d) of ERISA. 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 Practice DAP nor any ERISA Affiliate thereof of DAP has otherwise engaged in any prohibited transaction. There has been no “"accumulated funding deficiency” " as defined in Section 302 of ERISA, nor has any reportable event as defined in Section 4043(b) of ERISA occurred with respect to any Benefit Plan. Actuarially adequate accruals for all obligations or contingent obligations under the Benefit Plans are reflected in Balance Sheets DAP's Financial Statements provided to the Purchaser and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the Effective Dateclosing date.

Compliance with Laws; Liabilities. As to all Benefit Plans, except as otherwise specified on Schedule 2.19(c)2.19, the Practice is in compliance in all material respects with the terms of all Benefit Plans and every Benefit Plan is in compliance with all of the requirements and provisions of ERISA and all other laws and regulations applicable thereto, including without limitation the timely filing of all annual reports or other filings required with respect to such Benefit Plans. None of the assets of any Benefit Plan are invested in employer securities or employer real property, as those terms are defined in Section 407(d) of ERISA. 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 Practice nor any ERISA Affiliate thereof has otherwise engaged in any prohibited transaction. There has been no “accumulated funding deficiency” as defined in Section 302 of ERISA, nor has any reportable event as defined in Section 4043(b) of ERISA occurred with respect to any Benefit Plan. Actuarially adequate accruals for all obligations or contingent obligations under the Benefit Plans are reflected in Balance Sheets and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the Effective Closing Date.

Compliance with Laws; Liabilities. As to all Benefit Plans, except Except as otherwise specified set forth on Schedule 2.19(c)SCHEDULE 2.18, the Practice Company is in compliance in all material respects with the terms of all of its Benefit Plans and every Benefit Plan is in compliance with all of the requirements and provisions of ERISA and all other laws Regulations and regulations Orders applicable thereto, including without limitation the timely filing of all annual reports or other filings required with respect to such Benefit Plans. None of the assets of any Benefit Plan are invested in employer securities or employer real property, as those terms are defined in Section 407(d) of ERISA. 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 Practice Company nor any ERISA Affiliate thereof of the Company has otherwise engaged in any prohibited transaction. There has been no “"accumulated funding deficiency” " as defined in Section 302 of ERISA, nor has any reportable event as defined in Section 4043(b) of ERISA occurred with respect to any Benefit Plan. Actuarially adequate accruals for all obligations or contingent obligations under the Benefit Plans are reflected in the most recent Balance Sheets Sheet provided to the Buyers and such obligations include a pro rata amount of the contributions which would otherwise have been made in accordance with past practices for the plan years which include the Effective Closing Date.