Common use of Employee Benefit Plan Compliance Clause in Contracts

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) Neither Sheridan nor Seller or any corporationmember of Seller's Controlled Group contributes to, 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 (6) years prior to the Closing Date contributed to or had an obligation to contribute to, a multiemployer multi-employer plan within the meaning of Section 3(37) of ERISA ERISA; (ii) There are no actions, suits, or any plan claims pending (other than routine claims for benefits) or to the Seller's knowledge threatened against, or with respect to, the Pension Plan; (iii) Except for the Plans identified and set forth in Schedule 3.16(b), Seller has never maintained a Plan subject to Title IV of ERISA; and; (iiiv) 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 There is no defaults, omissions, or violations by any party matter pending (other than routine qualification determination filings) with respect to any of the Plans or Benefit Plan Programs or law applicable thereto.Agreements before the Internal Revenue Service or the Department of Labor; (iiiv) Each Plan that is intended With respect to be qualified under Section 401(a) the Pension Plan, Seller has provided to Buyer a copy of the Code following: the Pension Plan; the insurance contracts or other funding arrangements; the most recent actuarial and trust report; the three (A3) satisfies most recent Form 5500 and all schedules thereto; the requirements most recent IRS determination letter; a current summary plan description; and all communications received from or sent to, within the past year, the IRS, the Pension Benefit Guaranty Corporation or the Department of such SectionLabor; (vi) The Pension Plan and the trust (if any) forming a part thereof, (b) has received a recent, as identified above, favorable determination letter from the Internal Revenue Service ("IRS") regarding such qualified status and covering amendments required IRS as to its qualification under the Tax Reform Act of 1986 ("TRA '86"), Code and to the Unemployment Compensation Amendments of 1992, the Omnibus Reconciliation Act of 1993, the final nondiscrimination regulations effect that such trust is exempt from taxation under Section 401(a)(4501(a) of the Code, and all other amendments nothing has occurred since the date of such determination letter that could materially adversely affect such qualification or tax-exempt status; (vii) The Pension Plan has not incurred an accumulated funding deficiency within the meaning of Section 302 of ERISA or Section 412 of the Code, nor has any waiver of the minimum funding standards of Section 302 of ERISA and Section 412 of the Code been requested of or granted by the Internal Revenue Service with respect to such Pension Plan, nor has any lien in favor of such Pension Plan arisen under Section 412 of the Code or Section 302(f) of ERISA; (viii) The Seller has not been required to be filed provide security to the Pension Plan pursuant to Section 401(a)(29) of the Code; (A) The Pension Benefit Guaranty Corporation ("PBGC") has not instituted proceedings to terminate the Pension Plan within the TRA '86 remedial amendment period described in Internal Revenue Procedure 95-12 meaning of Section 3(35) of ERISA or to appoint a trustee or administrator of the Pension Plan, (B) no circumstances attributable to the "TRA '86 Amendments") (or Seller exist that constitute grounds under Section 4044 of ERISA entitling the TRA '86 Amendments PBGC to institute any such Plans have been timely made and filed with the IRS for such a determination letter)proceedings, and (C) to Seller's knowledge no liability to the PBGC or under Title IV of ERISA has notbeen incurred or is expected with respect to the Pension Plan that could result in liability to Buyer, since receipt other than for premiums pursuant to Section 4007 which are not yet due and payable; (x) There has been no "reportable event" within the meaning of Section 4043 of ERISA and the regulations and interpretations thereunder which has not been fully and accurately reported in a timely fashion, as required, or which, whether or not reported, would constitute grounds for the PBGC to institute termination proceedings with respect to the Pension Plan; (xi) Attached hereto as Schedule 3.16(b)(xi) is a copy of the most recent favorable determination letterActuarial Valuation of the Pension Plan as of January 1, 2001, determined in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 87; (xii) No liability has been amended or is, to Seller's knowledge, expected to be incurred by Seller under or pursuant to Title I or IV of ERISA or the penalty, excise tax or joint and several liability provisions of the Code relating to the Pension Plan that could, following the Closing, become or remain a liability of the Buyer and, to the knowledge of Seller, no event, transaction or condition has occurred or exists that could result in any such liability to the Buyer; (xiii) Each of the Plans, Benefit Programs or Agreements has been operated and administered in all material respects in compliance with all applicable laws, including ERISA and the Code, except for any failure so to comply that, individually or together with all other such failures, has not and will not result in a way material liability or material obligation on the part of the Business; (xiv) No Plan or any other Benefit Program or Agreement sponsored by Seller or any member of its controlled group is a "multiemployer plan" within the meaning of Section 4001(a)(3) of ERISA or is a "multiple employer plan" within the meaning of Section 4063 or 4064 of ERISA; (xv) All contributions required to have been made by Seller to any Plan under the terms of any such Plan or pursuant to any applicable collective bargaining agreement or applicable law have been made within the time prescribed by any such Plan, collective bargaining agreement or applicable law; (xvi) The consummation of the transactions contemplated by this Agreement will not result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any employee under any Plan; (xvii) Except for Seller's COBRA obligations hereunder and obligations under the Labor Agreement, if any, no retiree benefits are payable under any "employer welfare benefit plan" of the Seller within the meaning of Section 3(l) of ERISA; (xviii) Each welfare plan of the Seller that would adversely affect such qualified statusis a group health plan within the meaning of Section 5000 of the Code complies and in each case has complied in all material respects with the applicable requirements of Sections 601 through 608 of ERISA and Section 4980B of the Code.

Employee Benefit Plan Compliance. (i) Neither Sheridan Except as set forth in Section 3.10(b) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries contributes to or has an obligation to contribute to, nor has the Company or any of its subsidiaries at any time within six years prior to the date of this Agreement contributed to or had an obligation to contribute to, a "multiemployer plan" within the meaning of Section 3(37) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). (ii) All obligations, whether arising by Law or by contract, required to be performed in connection with the Benefit Plans have been performed, and there have been no omissions, defaults or violations by any party with respect to any Benefit Plan or any Law applicable thereto. (iii) Each Plan (as defined in Section 10.06) that is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (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 (the "IRS") regarding such qualified status and covering amendments required under the Tax Reform Act of 1986 (the "TRA"), 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 remedial amendment period described in Internal Revenue Procedure 95-12 (the "TRA Amendments") (or the TRA 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 materially adversely affect such qualified status. (iv) There are no actions, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Company, threatened against, or with respect to, any of the Benefit Plans or their assets, and there is no matter pending (other than routine qualification determination filings) with respect to any of the Benefit Plans before the IRS, the Department of Labor, the PBGC or any other Governmental Entity. (v) As to any Plan subject to Title IV of ERISA, there has been no event or condition that presents the material risk of Plan termination, no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or Section 412 of the Code has been incurred, no reportable event within the meaning of Section 4043 of ERISA (for which the disclosure requirements of Regulation ss.2615.3 promulgated by the Pension Benefit Guaranty Corporation (the "PBGC") have not been waived) has occurred, no notice of intent to terminate the Plan has been given under Section 4041 of ERISA, no proceeding has been instituted under Section 4042 of ERISA to terminate the Plan, no liability to the PBGC has been incurred and the assets of the Plan equal or exceed the actuarial present value of the benefit liabilities, within the meaning of Section 4041 of ERISA, under the Plan, based upon reasonable actuarial assumptions and the asset valuation principles established by the PBGC. (vi) With respect to any employee benefit plan, within the meaning of Section 3(3) of ERISA, that is not listed on Schedule 3.10 (a) but which is sponsored, maintained, or contributed to, or has been sponsored, maintained or contributed to within six years prior to the date of this Agreement, by any corporation, trade, business, business or entity under common control with Sheridanthe Company or any of its subsidiaries, within the meaning of Section 414(b), (c), (m), or (o) of the Code or Section 4001 of ERISA, ERISA ("Commonly Controlled Entity"), (A) contributes to or has an obligation to contribute tono withdrawal liability, 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(374201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (B) no liability to the PBGC has been incurred by any Commonly Controlled Entity, which liability has not been satisfied, (C) no accumulated funding deficiency, whether or not waived, within the meaning of Section 302 of ERISA or any Section 412 of the Code has been incurred and (D) all contributions (including installments) to such plan subject to Title IV required by Section 302 of ERISA; andERISA and Section 412 of the Code have been timely made. (iivii) All obligations, whether arising by operation Neither the execution and delivery of law or by contract, required to be performed in connection with this Agreement nor the Benefit Plans have been performed, and there have been no defaults, omissions, or violations by any party with respect to consummation of the transactions contemplated hereby (A) contravenes the terms of any Benefit Plan or law applicable thereto. (iii) Each Plan that is intended any Law related to be qualified under Section 401(a) of the Code (A) satisfies the requirements of such Sectionany Benefit Plan, (bB) has received will require the Company or any of its subsidiaries to make 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")larger contribution to, the Unemployment Compensation Amendments of 1992or pay greater benefits under, 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") (any Benefit Plan than it otherwise would 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 will create or operated in a way that would adversely affect such qualified statusgive rise to any additional vested rights or service credits under any Benefit Plan.

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) Neither Sheridan Seller nor any corporation, trade, business, or entity under common control with SheridanSeller, 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 Seller 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.