Common use of Compliance with Pension Laws Clause in Contracts

Compliance with Pension Laws. (a) The Parent Corporation and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Parent Corporation nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the (a) is made in reliance upon and subject to the accuracy of your representation in SECTION 6.2 as to the source of funds to be used by you to pay the purchase price of the Notes. (b) With respect to each Plan that is subject to Title IV of ERISA (other than Multiemployer Plans), the present value of the projected benefit obligations under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan's most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan's most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit obligations. The terms "current value" and "present value" have the meaning specified in Section 3 of ERISA. (c) The Parent Corporation and its ERISA Affiliates have not incurred withdrawal liabilities (and are not reasonably expected to incur any withdrawal liabilities) under Section 4201 or 4204 of ERISA in respect of Multiemployer Plans as have resulted in or could reasonably be expected to result in a Material Adverse Effect. (d) The expected post-retirement benefit obligation (determined as of the last day of the Parent Corporation's most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by Section 4980B of the Code) of the Parent Corporation and its Subsidiaries could not reasonably be expected to result in a Material Adverse Effect. (e) Each Non-U.S. Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; neither the Parent Corporation nor any Subsidiary has incurred any obligation in connection with the termination of or withdrawal from any Non-U.S. Pension Plan; and the present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Pension Plan, determined as of the end of the Parent Corporation's most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Non-U.S. Pension Plan allocable to such benefit liabilities. All contributions required to be made with respect to a Non-U.S. Pension Plan have been timely made, except where the failure to make such timely contributions has not resulted in and could not reasonably be expected to result in a Material Adverse Effect. (f) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code. The representation by the Parent Corporation in the first sentence of this SECTION 5.1.12(f) is made in reliance upon and subject to the accuracy of your representation in SECTION 6.2 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by you.

Compliance with Pension Laws. (a) The Parent Corporation Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Parent Corporation Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the (a) is made in reliance upon and subject to the accuracy of your representation in SECTION 6.2 as to the source of funds to be used by you to pay the purchase price penalty or excise tax provisions of the NotesCode relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 430(k) of the Code, other than such liabilities or Liens as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. (b) With respect to each Plan that is subject to Title IV of ERISA (other than Multiemployer Plans), the The present value of the projected aggregate benefit obligations liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan's ’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan's ’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit obligationsliabilities by an amount which, individually for any Plan or in the aggregate, is Material. The term “benefit liabilities” has the meaning specified in section 4001(a)(16) of ERISA and the terms "“current value" ” and "“present value" ” have the meaning specified in Section section 3 of ERISA. (c) The Parent Corporation Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not reasonably expected subject to incur any contingent withdrawal liabilities) under Section section 4201 or 4204 of ERISA in respect of Multiemployer Plans as have resulted that individually or in or could reasonably be expected to result in a Material Adverse Effectthe aggregate are Material. (d) The expected post-retirement benefit obligation (determined as of the last day of the Parent Corporation's Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by Section section 4980B of the Code) of the Parent Corporation Company and its the Restricted Subsidiaries could not reasonably be expected to result in a Material Adverse Effect. (e) Each Non-U.S. Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; neither the Parent Corporation nor any Subsidiary has incurred any obligation in connection with the termination of or withdrawal from any Non-U.S. Pension Plan; and the present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Pension Plan, determined as of the end of the Parent Corporation's most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Non-U.S. Pension Plan allocable to such benefit liabilities. All contributions required to be made with respect to a Non-U.S. Pension Plan have been timely made, except where the failure to make such timely contributions has not resulted in and could not reasonably be expected to result in a Material Adverse Effect. (f) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of Section section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section section 4975(c)(1)(A)-(D) of the Code, for which an exemption described in Section 6.2 is not available. The representation by the Parent Corporation Company in the first sentence of this SECTION 5.1.12(fSection 5.12(e) is made in reliance upon and subject to the accuracy of your representation in SECTION Section 6.2 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by you. (f) All Non-U.S. Pension Plans have been established, operated, administered and maintained and, if applicable, terminated in compliance with all laws, regulations and orders applicable thereto, except where failure so to comply could not be reasonably expected to have a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable Non-U.S. Pension Plan documents or applicable laws to be paid or accrued by the Company and the Restricted Subsidiaries have been paid or accrued as required, except where failure so to pay or accrue could not be reasonably expected to have a Material Adverse Effect. The Company and the Restricted Subsidiaries have not incurred withdrawal liabilities (and are not subject to any contingent withdrawal liabilities), that individually or in the aggregate are Material, in respect of Non-U.S. Pension Plans which are “multi-employer pension plans” pursuant to applicable laws.

Compliance with Pension Laws. (a) The Parent Corporation Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. Neither the Parent Corporation Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the (a) is made in reliance upon and subject to the accuracy of your representation in SECTION 6.2 as to the source of funds to be used by you to pay the purchase price penalty or excise tax provisions of the NotesCode relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could, individually or in the aggregate, reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to section 430(k) of the Code or to any such penalty or excise tax provisions under the Code or federal law or section 4068 of ERISA or by the granting of a security interest in connection with the amendment of a Plan, other than such liabilities or Liens as could not be individually or in the aggregate Material. (b) With respect to each Plan that is subject to Title IV of ERISA (other than Multiemployer Plans), the The present value of the projected aggregate benefit obligations liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan's ’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan's ’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit obligationsliabilities by an amount which, individually for any Plan or in the aggregate, is Material. The term “benefit liabilities” has the meaning specified in section 4001(a)(16) of ERISA and the terms "“current value" ” and "“present value" ” have the meaning specified in Section section 3 of ERISA. (c) The Parent Corporation Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not reasonably expected subject to incur any contingent withdrawal liabilities) under Section section 4201 or 4204 of ERISA in respect of Multiemployer Plans as have resulted that individually or in or could reasonably be expected to result in a Material Adverse Effectthe aggregate are Material. (d) The expected post-retirement benefit obligation (determined as of the last day of the Parent Corporation's Company’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by Section section 4980B of the Code) of the Parent Corporation Company and its the Restricted Subsidiaries could not reasonably be expected to result in a Material Adverse Effect. (e) Each Non-U.S. Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; neither the Parent Corporation nor any Subsidiary has incurred any obligation in connection with the termination of or withdrawal from any Non-U.S. Pension Plan; and the present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Pension Plan, determined as of the end of the Parent Corporation's most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Non-U.S. Pension Plan allocable to such benefit liabilities. All contributions required to be made with respect to a Non-U.S. Pension Plan have been timely made, except where the failure to make such timely contributions has not resulted in and could not reasonably be expected to result in a Material Adverse Effect. (f) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of Section section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section section 4975(c)(1)(A)-(D) of the Code, for which an exemption described in Section 6.2 is not available. The representation by the Parent Corporation Company in the first sentence of this SECTION 5.1.12(fSection 5.12(e) is made in reliance upon and subject to the accuracy of your representation in SECTION Section 6.2 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by you. (f) All Non-U.S. Pension Plans have been established, operated, administered and maintained and, if applicable, terminated in compliance with all laws, regulations and orders applicable thereto, except where failure so to comply could not be reasonably expected to have a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable Non-U.S. Pension Plan documents or applicable laws to be paid or accrued by the Company and the Restricted Subsidiaries have been paid or accrued as required, except where failure so to pay or accrue could not be reasonably expected to have a Material Adverse Effect. The Company and the Restricted Subsidiaries have not incurred withdrawal liabilities (and are not subject to any contingent withdrawal liabilities), that individually or in the aggregate are Material, in respect of Non-U.S. Pension Plans which are “multi-employer pension plans” pursuant to applicable laws.

Compliance with Pension Laws. (a) The Parent Corporation Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Parent Corporation Company nor any ERISA Affiliate has incurred any liability pursuant to Title I or IV of ERISA or the (a) is made in reliance upon and subject to the accuracy of your representation in SECTION 6.2 as to the source of funds to be used by you to pay the purchase price penalty or excise tax provisions of the NotesCode relating to employee benefit plans (as defined in section 3 of ERISA), and no event, transaction or condition has occurred or exists that could reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Company or any ERISA Affiliate, in either case pursuant to Title I or IV of ERISA or to such penalty or excise tax provisions or to section 430(k) of the Code, other than such liabilities or Liens as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. (b) With respect to each Plan that is subject to Title IV of ERISA (other than Multiemployer Plans), the The present value of the projected aggregate benefit obligations liabilities under each of the Plans (other than Multiemployer Plans), determined as of the end of such Plan's ’s most recently ended plan year on the basis of the actuarial assumptions specified for funding purposes in such Plan's ’s most recent actuarial valuation report, did not exceed the aggregate current value of the assets of such Plan allocable to such benefit obligationsliabilities by an amount which, individually for any Plan or in the aggregate, is Material. The term “benefit liabilities” has the meaning specified in section 4001(a)(16) of ERISA and the terms "“current value" ” and "“present value" ” have the meaning specified in Section section 3 of ERISA. (c) The Parent Corporation Company and its ERISA Affiliates have not incurred withdrawal liabilities (and are not reasonably expected subject to incur any contingent withdrawal liabilities) under Section section 4201 or 4204 of ERISA in respect of Multiemployer Plans as have resulted that individually or in or could reasonably be expected to result in a Material Adverse Effectthe aggregate are Material. (d) The expected post-retirement benefit obligation (determined as of the last day of the Parent Corporation's Fund’s most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by Section section 4980B of the Code) of the Parent Corporation Company and its the Restricted Subsidiaries could not reasonably be expected to result in a Material Adverse Effect. (e) Each Non-U.S. Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; neither the Parent Corporation nor any Subsidiary has incurred any obligation in connection with the termination of or withdrawal from any Non-U.S. Pension Plan; and the present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Pension Plan, determined as of the end of the Parent Corporation's most recently ended fiscal year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Non-U.S. Pension Plan allocable to such benefit liabilities. All contributions required to be made with respect to a Non-U.S. Pension Plan have been timely made, except where the failure to make such timely contributions has not resulted in and could not reasonably be expected to result in a Material Adverse Effect. (f) The execution and delivery of this Agreement and the issuance and sale of the Notes hereunder will not involve any transaction that is subject to the prohibitions of Section section 406 of ERISA or in connection with which a tax could be imposed pursuant to Section section 4975(c)(1)(A)-(D) of the Code, for which an exemption described in Section 6.2 is not available. The representation by the Parent Corporation Company in the first sentence of this SECTION 5.1.12(fSection 5.12(e) is made in reliance upon and subject to the accuracy of your representation in SECTION Section 6.2 as to the sources of the funds to be used to pay the purchase price of the Notes to be purchased by you. (f) All Non-U.S. Pension Plans have been established, operated, administered and maintained and, if applicable, terminated in compliance with all laws, regulations and orders applicable thereto, except where failure so to comply could not be reasonably expected to have a Material Adverse Effect. All premiums, contributions and any other amounts required by applicable Non-U.S. Pension Plan documents or applicable laws to be paid or accrued by the Company and the Restricted Subsidiaries have been paid or accrued as required, except where failure so to pay or accrue could not be reasonably expected to have a Material Adverse Effect. The Company and the Restricted Subsidiaries have not incurred withdrawal liabilities (and are not subject to any contingent withdrawal liabilities), that individually or in the aggregate are Material, in respect of Non-U.S. Pension Plans which are “multi-employer pension plans” pursuant to applicable laws.