Common use of ERISA and Employee Benefits Matters Clause in Contracts

ERISA and Employee Benefits Matters. Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”)) maintained by the Company or by any member of its “Controlled Group” (defined as any organization that is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) for which the Company would have liability (each a “Plan”) is in compliance in all material respects with all presently applicable statutes, rules and regulations, including ERISA and the Code, and with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (as defined in Section 4043 of ERISA) has occurred for which the Company or any member of its Controlled Group would have any material liability; and (B) neither the Company nor any member of its Controlled Group has incurred or expects to incur material liability under Title IV of ERISA (other than for contributions to the Plan or premiums payable to the Pension Benefit Guaranty Corporation, in each case in the ordinary course and without default); no Plan which is subject to Section 412 of the Code or Section 302 of ERISA has failed to satisfy the minimum funding standard within the meaning of such sections of the Code or ERISA; and each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA and Employee Benefits Matters. Each Except as would not reasonably be expected to result in a Material Adverse Effect or as set forth in or contemplated by the Registration Statement, the General Disclosure Package and the Prospectus, (A) each, if any, “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder amended (“ERISA”)) maintained by for which the Company or by any member of its “Controlled Group” (defined as any organization that which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) for which the Company would have any liability (each a “Plan”) is has been maintained in compliance in with its terms and with the requirements of all material respects with all presently applicable statutes, rules and regulations, regulations including ERISA and the Code, and with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (as defined in Section 4043 of ERISA) has occurred for which the Company or any member of its Controlled Group would have any material liability; and (B) neither each, if any, Plan maintained by the Company nor any member of its Controlled Group has incurred or expects to incur material liability under Title IV of ERISA (other than for contributions to the Plan or premiums payable to the Pension Benefit Guaranty Corporation, in each case in the ordinary course and without default); no Plan which is subject to Section 412 of the Code or Section 302 of ERISA has failed to satisfy the minimum funding standard within the meaning of such sections of the Code or ERISA; and each Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter or is so qualified comprised of a master prototype plan that has received an opinion letter from the Internal Revenue Service (or has submitted an application for a determination letter and nothing is awaiting a response from the Internal Revenue Service), and, to the knowledge of the Company, no event has occurred, whether by action occurred and no condition exists that would result in the revocation or by failure to actissue any such determination letter or opinion letter. To the extent applicable, which except as would not reasonably be expected to cause result in a Material Adverse Effect, with respect to each Plan subject to Title IV of ERISA (X) no “reportable event” (within the loss meaning of such qualificationSection 4043(c) of ERISA, other than events with respect to which the 30-day notice requirement under Section 4043 of ERISA have been waived by the United States Department of Labor) has occurred or is reasonably expected to occur, (Y) no “accumulated funding deficiency” (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived, has occurred or is reasonably expected to occur, and (Z) neither the Company or any member of its Controlled Group has incurred, or reasonably expects to incur, any liability under Title IV of ERISA (other than contributions to the Plan or premiums to the PBGC in the ordinary course and without default) in respect of a Plan (including a “multiemployer plan”, within the meaning of Section 4001(c)(3) of ERISA).

ERISA and Employee Benefits Matters. Each Except as would not reasonably be expected to result in a Material Adverse Effect: (i) each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder amended (“ERISA”)), other than a “multiemployer plan” within the meaning of Section 4001(a)(3) maintained by of ERISA) (“Multiemployer Plan”), for which the Company or by any member of its “Controlled Group” (defined as any organization that which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) for which the Company would have any liability (each a “Plan”) is has been maintained in compliance in with its terms and with the requirements of all material respects with all presently applicable statutes, rules statutes and regulations, including ERISA and the Code; (ii) no prohibited transaction, and within the meaning of Section 406 of ERISA or Section 4975 of the Code, has occurred with respect to any Plan excluding transactions effected pursuant to a statutory or administrative exemption; (iii) with respect to each Plan subject to Title IV of ERISA (each such Plan, a “Pension Plan”), (A) no “reportable event” (within the meaning of Section 4043(c) of ERISA), as defined to which the Pension Benefit Guaranty Corporation (the “PBGC”) has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified of such event, has occurred or is reasonably expected to occur, (B) no Pension Plan is or is reasonably expected to be in “at risk” status (within the meaning of Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA), (C) there has been no filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Pension Plan or filing pursuant to Section 4041(c) of ERISA of a notice of intent to terminate any Pension Plan or Pension Plans or proceeding instituted by the PBGC pursuant to Section 4042 of ERISA to appoint a trustee to administer any Pension Plan, (D) both conditions contained in Section 4043 303(k)(1) of ERISA) has occurred ERISA for which the Company or imposition of a lien have not been met with respect to any member of its Controlled Group would have any material liability; Pension Plan and (BE) neither the Company nor any member of its Controlled Group has incurred incurred, or reasonably expects to incur material incur, any liability under Title IV of ERISA (other than for contributions to the Pension Plan of Multiemployer Plan or premiums payable to the Pension Benefit Guaranty Corporation, in each case PBGC in the ordinary course and without default)) in respect of any Pension Plan or Multiemployer Plan; (iv) no Multiemployer Plan to which the Company or any member of its Controlled Group makes contributions is, or is subject expected to be, “insolvent” (within the meaning of Section 412 4245 of ERISA) or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 302 305 of ERISA has failed to satisfy the minimum funding standard within the meaning of such sections of the Code or ERISA); and (v) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and and, to the knowledge of the Company, nothing has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA and Employee Benefits Matters. Each Except as would not reasonably be expected to have a Material Adverse Effect, each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”)) maintained by the Company or by any member of its “Controlled Group” (defined as any organization that is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) for which the Company would have liability (each a “Plan”) is in compliance in all material respects with all presently applicable statutes, rules and regulations, including ERISA and the Code, and with respect to each Plan subject to Title IV of ERISA (A) no “reportable event” (as defined in Section 4043 of ERISA) has occurred for which the Company or any member of its Controlled Group would have any material liability; and (B) neither the Company nor any member of its Controlled Group has incurred or expects to incur material liability under Title IV of ERISA (other than for contributions to the Plan or premiums payable to the Pension Benefit Guaranty Corporation, in each case in the ordinary course and without default); no Plan which is subject to Section 412 of the Code or Section 302 of ERISA has failed to satisfy the minimum funding standard within the meaning of such sections of the Code or ERISA; and each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification.

ERISA and Employee Benefits Matters. Each “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, including the regulations and published interpretations thereunder (“ERISA”)) maintained by the Company Company, its subsidiaries or by any member of its their “Controlled Group” (defined as any organization that is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of 1986, as amended (the “Code”)) ), or for which the Company Company, its subsidiaries or any member of their Controlled Group would have any liability (each a “Plan”) is in compliance in all material respects with all presently applicable statutes, rules and regulations, including ERISA and the Code, and with respect to each Plan subject to Title IV of ERISA (Ai) no “reportable event” (as defined in Section 4043 of ERISA) has occurred or is reasonably expected to occur for which the Company Company, its subsidiaries or any member of its their Controlled Group would have any material liability; and (Bii) neither the Company nor any of its subsidiaries nor any member of its their Controlled Group has incurred or expects to incur any material liability under Title IV of ERISA (other than for contributions to the Plan or premiums payable to the Pension Benefit Guaranty Corporation, in each case in the ordinary course and without default); (iii) no Plan which is subject to Section 412 of the Code or Section 302 of ERISA has failed failed, or is reasonably expected to fail, to satisfy the minimum funding standard standards within the meaning of such sections of the Code or ERISA; and (iv) each Plan that is intended to be qualified under Section 401(a) of the Code is so qualified qualified, and nothing has occurred, whether by action or by failure to act, which would reasonably be expected to cause the loss of such qualification. Neither the Company, its subsidiaries nor any member of their Controlled Group have incurred any withdrawal liabilities under section 4201 or 4204 of ERISA in respect of a “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA that individually or in the aggregate are material.