Compliance With the Code and ERISA. All necessary governmental approvals for the Benefit Plans have been obtained. Each of the Company Group Members and each Benefit Plan (and any related trust agreement or annuity Contract or any other funding instrument) complies currently, and has complied in the past, both as to form and operation, with the provisions of all Laws applicable to Benefit Plans, except for such noncompliance which could not, individually or in the aggregate, in the sole good faith opinion of the Parent, have a Material Adverse Effect.
Compliance With the Code and ERISA. Except as set forth in Schedule 4.18, Seller, each Common Control Entity and each Benefit Plan (and any related trust agreement or annuity contract, if any, or any other funding instrument) comply currently, and have complied in the past, both as to form and operation, with the terms of each Benefit Plan and with the applicable provisions of the Code and ERISA and all other applicable laws, rules and regulations in all respects; and all necessary governmental approvals for the Benefit Plans have been obtained. Except as set forth in Schedule 4.18, the Benefit Plans that are Pension Plans have received determination or opinion letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the knowledge of Seller and the Stockholders, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect which would adversely affect its qualification or materially increase its cost.
Compliance With the Code and ERISA. The Benefit Plans comply currently, and have complied in the past, both as to form and operation, with the provisions of ERISA and the Internal Revenue Code of 1986, as amended ("Code") (including Section 410(b) of the Code relating to coverage) and all other applicable laws, rules and regulations.
Compliance With the Code and ERISA. Each of the Company Group Members and each Benefit Plan (and any related trust agreement or annuity contract or any other funding instrument) comply currently, and have complied in all material respects in the past, both as to form and operation, with the provisions of all Laws applicable to Benefit Plans. All necessary governmental approvals for the Benefit Plans have been obtained.
Compliance With the Code and ERISA. Seller is not a “foreign person” within the meaning of Section 1445(f) of the Code, and Seller agrees to execute any and all documents necessary or reasonably required by the Internal Revenue Service or Purchaser in connection with such declaration. Seller is not an “employee benefit plan” as defined in ERISA, or a “plan” as defined in Section 4975 of the Code and none of Seller’s assets constitutes (or is deemed to constitute for purposes of ERISA or Section 4975 of the Code, or any substantially similar federal, state or municipal Law) “plan assets” for purposes of 29 CFR Section 2510.3-101, as amended by Section 3(42) of ERISA or otherwise for purposes of ERISA or Section 4975 of the Code.
Compliance With the Code and ERISA. The Company and the subsidiaries and each Benefit Plan (and any related trust agreement or annuity contract or any other funding instrument) comply currently, and have complied in the past, both as to form and operation, with the provisions of ERISA and the Code (including Section 410(b) of the Code relating to coverage and Section 4980B relating to health coverage continuation), and all other applicable Laws; and all necessary governmental approvals for the Benefit Plans have been obtained. Except as set forth in Schedule 5.17(c), the Benefit Plans that are pension benefit plans have received determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the knowledge of the Company, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect which would adversely affect its qualification or materially increase its cost.
Compliance With the Code and ERISA. Except as set forth in Disclosure Schedule, VSI and each Benefit Plan (and any related trust agreement or annuity contract or any other funding instrument) in all material respects comply currently, and have complied in the past, both as to form and operation, with the provisions of ERISA and the Code (including, but not limited to, (i) where required in order to be tax-qualified, Section 401(a) of the Code and Section 410(b) of the Code and (ii) Code Section 4980B relating to health coverage continuation) and all other applicable laws, rules and regulations; all necessary governmental approvals for the Benefit Plans have been obtained; and, where available, a favorable determination as to the qualification under the Code of each of the Benefit Plans and each amendment thereto has been made by the Internal Revenue Service. Except as set forth in the Disclosure Schedule, the Benefit Plans that are employee pension benefit plans have received determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from Federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the knowledge of VSI has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect which would adversely affect its qualification.
Compliance With the Code and ERISA. Except as set forth in Section 4.19 of the Disclosure Letter, each of Sellers, each Common Control Entity and each Benefit Plan (and any related trust agreement or annuity contract, if any, or any other funding instrument) comply currently, and have complied in the past, both as to form and operation, with the terms of each Benefit Plan and with the applicable provisions of the Code and ERISA and all other applicable Laws in all respects; and all necessary governmental approvals for the Benefit Plans have been obtained. Except as set forth in Section 4.19 of the Disclosure Letter, the Benefit Plans that are Pension Plans have received determination letters from the Internal Revenue Service to the effect that such Benefit Plans are qualified and exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and no such determination letter has been revoked nor, to the knowledge of each of Sellers and the Stockholders, has revocation been threatened, nor has any such Benefit Plan been amended since the date of its most recent determination letter or application therefor in any respect which would adversely affect its qualification or materially increase its cost.
Compliance With the Code and ERISA. Borrower is in compliance in all material respects with all applicable provisions of the Code and ERISA with respect to all Plans. Neither a Reportable Event nor a Prohibited Transaction has occurred with respect to any Plan; no notice of intent to terminate a Plan has been filed with any Person nor has any Plan been terminated; no circumstance exists which constitutes grounds under Section 4042 of ERISA entitling the PBGC to institute proceedings to terminate, or appoint a trustee to administer, a Plan, nor has the PBGC instituted any such proceedings; and neither Borrower nor any ERISA Affiliate has incurred any liability to the PBGC or the U.S. Department of Labor under ERISA. Neither the PBGC nor the U.S. Department of Labor has imposed a lien on the assets of Borrower or any ERISA Affiliate.
Compliance With the Code and ERISA. The Plan and Fund are intended to comply with all requirements for exemption under the Code and with ERISA. Accordingly, the Plan and Trust Agreement shall be construed and interpreted in such manner as to give effect to this intent.
