Common use of Employee Benefits; ERISA Clause in Contracts

Employee Benefits; ERISA. To the best of the Company's knowledge (a) With respect to each employee benefit plan (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (an "Employee Benefit Plan") maintained by the Company or an "ERISA Affiliate" (as defined below): (i) such plan has been administered and operated in compliance with its terms and the applicable requirements of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"); (ii) no event has occurred and there exists no circumstance under which the Company could incur liability under ERISA, the Code, or otherwise (other than for contributions or benefits paid or payable in the ordinary course of operation of such plan); (iii) there are no actions, suits or claims pending or threatened with respect to any Employee Benefit Plan or against the assets or a fiduciary of any Employee Benefit Plan; (iv) no "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) which is not covered by an applicable exemption has occurred; (v) no "reportable event" (as defined in Section 4043 of ERISA) has occurred; (vi) all contributions and premiums due have been paid on a timely basis; and (vii) all contributions made under any Employee Benefit Plan intended to be tax deductible meet the requirements for deductibility under the Code. As used herein, the term "ERISA Affiliate" refers to any organization that is (x) a member of a "controlled group" of which the Company is a member or (y) under "common control" with the Company within the meaning of Section 414(b) and (c) of the Code.

Employee Benefits; ERISA. To the best of the Company's knowledge (ai) With respect to each employee benefit plan (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (an "Employee Benefit PlanEMPLOYEE BENEFIT PLAN") maintained by the Company or an "ERISA Affiliate" (as defined below): (iA) such plan has been administered and operated in compliance with its terms and the applicable requirements of ERISA and the Internal Revenue Code of 1986, as amended (the "CodeCODE"); (iiB) to the knowledge of the Company no event has occurred and there exists no circumstance under which the Company could reasonably be expected to incur liability under ERISA, ERISA or the Code, or otherwise Code (other than for contributions or benefits paid or payable in the ordinary course of operation of such plan); (iiiC) there are no actions, suits or claims pending or threatened with respect to any Employee Benefit Plan or against the assets or a fiduciary of any Employee Benefit Plan; (ivD) no "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) which is not covered by an applicable exemption has occurred; (vE) no "reportable event" (as defined in Section 4043 of ERISA) has occurred; (viF) all contributions and premiums due have been paid on a timely basis; and (viiG) all contributions made under any Employee Benefit Plan intended to be tax deductible meet the requirements for deductibility under the Code, except, in the case of each of clauses (A) through (G), as would not have a material adverse effect on the Company. As used herein, the term "ERISA Affiliate" refers to any organization that is (x) a member of a "controlled group" of which the Company is a member or (y) under "common control" with the Company within the meaning of Section 414(b) and (c) of the Code.

Employee Benefits; ERISA. To the best of the Company's knowledge (a) With respect to each employee benefit plan (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (an "Employee Benefit Plan") maintained by the Company Company, any of its subsidiaries or an "ERISA Affiliate" (as defined below): (i) such plan has been administered and operated in compliance with its terms and the applicable requirements of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"); (ii) no event has occurred and there exists no circumstance under which the Company or any such subsidiary could incur liability under ERISA, the Code, or otherwise (other than for contributions or benefits paid or payable in the ordinary course of operation of such plan); (iii) there are no actions, suits or claims pending or threatened with respect to any Employee Benefit Plan or against the assets or a fiduciary of any Employee Benefit Plan; (iv) no "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) which is not covered by an applicable exemption has occurred; (v) no "reportable event" (as defined in Section 4043 of ERISA) has occurred; (vi) all contributions and premiums due have been paid on a timely basis; and (vii) all contributions made under any Employee Benefit Plan intended to be tax deductible meet the requirements for deductibility under the Code. As used herein, the term "ERISA Affiliate" refers to any organization that is (x) a member of a "controlled group" of which the Company is a member or (y) under "common control" with the Company within the meaning of Section 414(b) and (c) of the Code.

Employee Benefits; ERISA. To the best of the Company's knowledge (a) With respect to each employee ------------------------ benefit plan (as such term is defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) (an "Employee Benefit Plan") maintained by the Company or an "ERISA Affiliate" (as defined below): (i) such - plan has been administered and operated in compliance with its terms and the applicable requirements of ERISA and the Internal Revenue Code of 1986, as amended (the "Code"); (ii) no event has occurred and there exists no -- circumstance under which the Company could incur liability under ERISA, the Code, or otherwise (other than for contributions or benefits paid or payable in the ordinary course of operation of such plan); (iii) there are no actions, --- suits or claims pending or threatened with respect to any Employee Benefit Plan or against the assets or a fiduciary of any Employee Benefit Plan; (iv) no -- "prohibited transaction" (as defined in Section 406 of ERISA or Section 4975 of the Code) which is not covered by an applicable exemption has occurred; (v) no - "reportable event" (as defined in Section 4043 of ERISA) has occurred; (vi) all -- contributions and premiums due have been paid on a timely basis; and (vii) all --- contributions made under any Employee Benefit Plan intended to be tax deductible meet the requirements for deductibility under the Code, in each case except as would not have a material adverse effect on the Company. As used herein, the term "ERISA Affiliate" refers to any organization that is (x) a member of a - "controlled group" of which the Company is a member or (y) under "common - control" with the Company within the meaning of Section 414(b) and (c) of the Code.