Employee Pension Benefit Plans. Except as disclosed in ------------------------------ Schedule 3.14, the Company does not maintain or contribute to any arrangement ------------- that is or may be an "employee pension benefit plan" relating to employees, as such term is defined in Section 3(2) of ERISA. With respect to each such plan: (i) the plan is qualified under Section 401(a) of the Code, and any trust through which the plan is funded meets the requirements to be exempt from federal income tax under Section 501(a) of the Code; (ii) the plan is in material compliance with ERISA; (iii) the plan has been administered in accordance with its governing documents as modified by applicable law; (iv) the plan has not suffered an "accumulated funding deficiency" as defined in Section 412(a) of the Code; (v) the plan has not engaged in, nor has any fiduciary with respect to the plan engaged in, any "prohibited transaction" as defined in Section 406 of ERISA or Section 4975 of the Code other than a transaction subject to statutory or administrative exemption; (vi) the plan has not been subject to a "reportable event" (as defined in Section 4043(b) of ERISA), the reporting of which has not been waived by regulation of the Pension Benefit Guaranty Corporation; (vii) no termination or partial termination of the plan has occurred within the meaning of Section 411(d)(3) of the Code; (viii) all contributions required to be made to the plan or under any applicable collective bargaining agreement have been made to or on behalf of the plan; (ix) there is no material litigation, arbitration or disputed claim outstanding; and (x) all applicable premiums due to the Pension Benefit Guaranty Corporation for plan termination insurance have been paid in full on a timely basis.
Employee Pension Benefit Plans. The present aggregate value of accumulated benefit obligations of all unfunded and underfunded pension plans of the Company and its Subsidiaries (based on those assumptions used for disclosure in corporate financial statements in accordance with GAAP or SAP, as applicable) did not, as of December 31, 2001, exceed by more than $397,000,000 the value of the assets of all such plans. In these cases the Company has recorded book reserves to meet the obligations.
Employee Pension Benefit Plans. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of FASB ASC Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan by an amount that could reasonably be expected to result in a Material Adverse Effect, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of FASB ASC Topic 715) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount that could reasonably be expected to result in a Material Adverse Effect.
Employee Pension Benefit Plans. The present aggregate value of accumulated benefit obligations of all unfunded and underfunded pension plans of the Company and its Subsidiaries (based on those assumptions used for disclosure in corporate financial statements in accordance with GAAP) did not, as of December 31, 1994, exceed by more than $605,000,000 the value of the assets of all such plans. Of such $605,000,000, $540,000,000 is primarily attributable to employee pension plans in countries where the funding of such obligations is not required or customary and $65,000,000 relates primarily to domestic pension plans where funding is not permitted under current tax regulations. In these cases the Company has recorded book reserves to meet the obligations. Trust assets totalling approximately $45,000,000 have been established to provide for certain of the foregoing domestic pension benefits, however, because of restrictions relating to bankruptcy or insolvency, such funds are not included in the funded amount of plans for purposes of GAAP.
Employee Pension Benefit Plans. The benefits under any Employee Pension Benefit Plan (as defined in Section 3(2) of ERISA) maintained by Seller which have accrued to any Transferred Employee as of the Closing Date shall be frozen as of a date not later than 15 days after the Closing Date and no further benefits shall accrue under any such Employee Pension Benefit Plan with respect to such Transferred Employee. Buyer assumes no responsibility with respect to any such Employee Pension Benefit Plan.
Employee Pension Benefit Plans. 12 (c) Employment and Non-Tax Qualified Deferred Compensation Arrangements.................................. 13 3.15
Employee Pension Benefit Plans. Each Plan meets the minimum funding standards of Section 302 of ERISA, if applicable, and no Termination Event has occurred with respect to any Plan of Borrower.
Employee Pension Benefit Plans. Except as set forth in SCHEDULE 3.10, none of the Company, the Subsidiaries, or any Person required to be aggregated with the Company and the Subsidiaries under Section 414(b), (c), (m), or (o) of the Code ("ERISA AFFILIATE"), maintains or has ever maintained an Employee Pension Benefit Plan as defined in Section 3(2) of ERISA, that is subject to Section 412 of the Code and Section 302 of ERISA. With respect to each such Employee Pension Benefit Plan maintained or ever maintained by the Company, by either Subsidiary, or by any ERISA Affiliate: (i) no unsatisfied liabilities to participants, the IRS, the United States Department of Labor, the PBGC, or to any other Person or entity have been incurred as a result of the termination of any Employee Pension Benefit Plan, (ii) no Employee Pension Benefit Plan, which is subject to the minimum funding requirements of Part 3 of Subtitle B of Title I of ERISA or subject to Section 412 of the Code, has incurred any "accumulated funding deficiency" within the meaning of Section 302 of ERISA or Section 412 of the Code and there has been no waived funding deficiency within the meaning of Section 303 of ERISA or Section 412 of the Code, (iii) all premiums to the PBGC have been timely paid in full, and (iv) the PBGC has not instituted proceedings to terminate any such Plan and no condition exists that presents a risk that such proceedings will be instituted or that would constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Plan. Neither the Company nor the Subsidiaries currently sponsor, maintain, contribute to, or are required to contribute to an Employee Pension Benefit Plan subject to Title IV of ERISA.
Employee Pension Benefit Plans. The Borrower will (i) fund any of its Employee Pension Benefit Plans in accordance with no less than the minimum funding standards of 29 U.S.C.A. 1082 (Section 302 of ERISA); and (ii) furnish the Lender, promptly after the filing of the same, with copies of any reports or other statements filed with the United States Department of Labor or the Internal Revenue Service with respect to any such Plan.
Employee Pension Benefit Plans. Except as disclosed on EXHIBIT 4.1.18, neither Borrower nor any Subsidiary of Borrower has established, maintained or contributed to (or had the obligation to contribute to) any Employee Pension Benefit Plans. With respect to its Employee Pension Benefit Plans, Borrower and/or its Subsidiaries as appropriate will have made, on or prior to the Closing Date, all payments required to be made by it on or prior to the Closing Date. Borrower has made available to Lender a true and correct copy of the most current Form 5500 and any other form or filing required to be submitted to any governmental agency with regard to all Employee Benefit Plans maintained by Borrower and/or any Subsidiary of Borrower. All Employee Benefit Plans of Borrower and its Subsidiaries have been operated in material compliance with the provisions of the governing documents and with all applicable laws including, without limitation, ERISA and the Code and the regulations and rulings thereunder. Neither Borrower nor any Subsidiary of Borrower has incurred any withdrawal liability, nor does Borrower or any of its Subsidiaries, except as disclosed on EXHIBIT 4.1.18, have any contingent withdrawal liability, under ERISA to any Multiemployer Plan. The present value of all accrued benefits under each Single Employer Plan maintained by each Borrower and/or any of its Subsidiaries (based on those assumptions used to fund the Plans) did not, as of the last annual valuation date prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits. All liabilities relating to accrued benefits or individual accounts under those Employee Benefit Plans which are exempt from Part IV of ERISA have been funded (either through insurance or otherwise) as of the date of this representation. There are no pending actions, claims or lawsuits which have been asserted or instituted against Borrower or its Subsidiaries' Employee Pension Benefit Plans, the assets of any of the trusts under such plans, the plan sponsor, the plan administrator or against any fiduciary of any of such Employee Pension Benefit Plans (other than routine benefit claims) nor does Borrower or any of its Subsidiaries have knowledge of facts which could form the basis for any such action, claim or lawsuit. There are no investigations or audits of Borrower's or its Subsidiaries' Employee Pension Benefit Plans, any trusts under such plans, the plan sponsor, the plan...
