Employee Benefit Plan Compliance. (i) Neither Sheridan nor any corporation, trade, business, or entity under common control with Sheridan, within the meaning of Section 414(b), (c), (m), or (o) of the Code or Section 4001 of ERISA, ("Commonly Controlled Entity") contributes to or has an obligation to contribute to, nor has Sheridan or any Commonly Controlled Entity at any time within six years prior to the Closing Date contributed to or had an obligation to contribute to, a multiemployer plan within the meaning of Section 3(37) of ERISA or any plan subject to Title IV of ERISA; and
(ii) All obligations, whether arising by operation of law or by contract, required to be performed in connection with the Benefit Plans have been performed, and there have been no defaults, omissions, or violations by any party with respect to any Benefit Plan or law applicable thereto.
(iii) Each Plan that is intended to be qualified under Section 401(a) of the Code (A) satisfies the requirements of such Section, (b) has received a favorable determination letter from the Internal Revenue Service ("IRS") regarding such qualified status and covering amendments required under the Tax Reform Act of 1986 ("TRA '86"), the Unemployment Compensation Amendments of 1992, the Omnibus Reconciliation Act of 1993, the final nondiscrimination regulations under Section 401(a)(4) of the Code, and all other amendments required to be filed within the TRA '86 remedial amendment period described in Internal Revenue Procedure 95-12 (the "TRA '86 Amendments") (or the TRA '86 Amendments to such Plans have been timely made and filed with the IRS for such a determination letter), and (C) has not, since receipt of the most recent favorable determination letter, been amended or operated in a way that would adversely affect such qualified status.
Employee Benefit Plan Compliance. (i) Each Employee Benefit Plan (other than the Multiemployer Plans) has been administered substantially in accordance with its terms;
(ii) each Employee Benefit Plan (other than the Multiemployer Plans) and each related trust, insurance contract or fund complies in form and in operation and has been administered substantially in accordance with any applicable provisions of ERISA, the Code and all other Laws, all reports, returns and other documentation (including Form 5500 Annual Reports and PBGC-1s) that are required to have been filed with the IRS, the United States Department of Labor, the PBGC or any other Governmental Authority have been filed on a timely basis in each instance in which the failure to file such reports, returns and other documents would result in any material Liability to PCC or the Asset Sale Companies;
(iii) other than routine claims for benefits, no Liens, lawsuits or complaints to or by any Person or Governmental Authority have been filed or, to the Knowledge of PCC, are contemplated or threatened, with respect to any Employee Benefit Plan (other than the Multiemployer Plans) except for those that would not reasonably be expected to result in any material Liability to PCC or the Asset Sale Companies.
Employee Benefit Plan Compliance. The County shall in a timely fashion, comply, in all material respects with all requirements under any employee benefit plan in which the County or any of its employees participate.
Employee Benefit Plan Compliance. The County has no funding deficiency with respect to any employee benefit plan and is otherwise in compliance with terms of any such plan in which the Issuer or any of its employees participate in which would materially adversely effect the County’s ability to perform its obligations hereunder or under any of the other Financing Documents. Neither the County nor any employee benefit plan maintained by the Issuer is subject to the Employee Retirement Income Security Act of 1974, as amended.
Employee Benefit Plan Compliance. The Company has no U.S. employees and no “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company or its “ERISA Affiliates” (as defined below), is required to be in compliance with ERISA. “ERISA Affiliate” means, with respect to the Company, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company is a member. Each employee benefit plan established or maintained by the Company is in compliance with all applicable laws and regulations and the Closing of the Offering will not result in a Material Adverse Change on any employee benefit plan maintained or established by the Company, or the Company as a result thereof.
Employee Benefit Plan Compliance. (i) Each Employee Benefit Plan has been administered substantially in accordance with its terms;
(ii) each Employee Benefit Plan and each related trust, insurance contract or fund complies in form and in operation and has been administered substantially in accordance with any applicable provisions of ERISA, the Code and all other Laws; and all reports, returns and other documentation (including Form 5500 Annual Reports and PBGC-1s) that are required to have been filed with the IRS, the United States Department of Labor, the PBGC or any other Governmental Authority have been filed on a timely basis in each instance in which the failure to file such reports, returns and other documents would result in any material Liability to the Seller;
(iii) other than routine claims for benefits, no Encumbrances, lawsuits or complaints to or by any Person or Governmental Authority have been filed or, to the Knowledge of the Seller, are contemplated or threatened.
Employee Benefit Plan Compliance. No material liabilities, other than for payment of benefits in the ordinary course, have been incurred with respect to the Employee Plans. Having made due inquiry, Sellers:
(i) Know of no circumstances relating to an Employee Plan intended to qualify under section 401(a) of the Code that would likely be treated by the Internal Revenue Service as a disqualifying defect;
(ii) Know of no facts reasonably likely to result in any material liability (whether or not asserted as of the date hereof) of Sellers arising by virtue of any event, act or omission occurring prior to the Closing Date with respect to any Employee Plan; and
(iii) Know of no liens under Code section 412(n) or ERISA section 4069(a), nor liabilities under ERISA section 4069(a) or 4201(a), in effect with respect to any Employee Plan that would have a material adverse effect on the Assets, and know of no facts reasonably likely to result in the assertion of any such liens or liabilities.
Employee Benefit Plan Compliance. (i) Neither the Company nor any corporation, trade, business, or entity under common control with the Company, within the meaning of Section 414(b), (c), (m), or (o) of the Code or Section 4001 of ERISA, ("ERISA Affiliate") contributes to or has an obligation to contribute to, nor has the Company or any ERISA Affiliate at any time within six years prior to the Closing Date contributed to or had an obligation to 29 39 contribute to, a multi-employer plan within the meaning of Section 3(37) of ERISA or any plan subject to Title IV of ERISA; and
(ii) All obligations, whether arising by operation of law or by contract, required to be performed in connection with the Benefit Plans have been performed, and there have been no defaults, omissions, or violations by any party with respect to any Benefit Plan or law applicable thereto, except as would not have a Material Adverse Effect; and
(iii) Each Plan that is intended to be qualified under Section 401(a) of the Code (A) satisfies the requirements of such Section in all material respects, (B) has received a favorable determination letter from the Internal Revenue Service ("IRS") regarding such qualified status and (C) has not, since receipt of the most recent favorable determination letter, been amended or operated in a way that would materially and adversely affect such qualified status and, to the extent such letter does not cover amendments required by law, both the time for adopting such amendments if not previously adopted and filing such amendments with the Internal Revenue Service if not previously filed has not expired.
Employee Benefit Plan Compliance. Except as previously disclosed in writing to the Purchaser, the County has no funding liability or obligation currently due and payable with respect to any employee benefit plan which could reasonably be expected to result in a Material Adverse Effect. The County and each employee benefit plan is in compliance in all material respects with the terms of any such plan and applicable law related thereto. Neither the County nor a member of the Controlled Group is subject to ERISA or maintains a Plan.
