Common use of ERISA and Related Matters Clause in Contracts

ERISA and Related Matters. 5.14.1. Schedule 5.14 sets forth a true, correct and complete list, as of the date hereof, of all Company Plans. Seller has made available to Purchaser true, correct and complete copies of the most recent summary plan descriptions, if any, with respect to the Company Plans. Schedule 5.14 also sets forth a true, correct and complete list, as of the date hereof, of all Seller Plans. Seller has made available to Purchaser true, correct and complete copies of the most recent summary plan descriptions, if any, with respect to the Seller Plans. 5.14.2. Neither the Company nor the Subsidiary contributes or has an obligation to contribute, and has not within six (6) years prior to the date of this Agreement contributed or had an obligation to contribute, to a multiemployer plan (within the meaning of Section 3(37) of ERISA) or a Benefit Plan (other than a Seller Plan) subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. 5.14.3. With respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, that is not a Company Plan, and which is sponsored, maintained, or contributed to, or has been sponsored, maintained, or contributed to within six (6) years prior to the date of this Agreement, by the Company, the Subsidiary or any corporation, trade, business, or entity under common control with the Company or the Subsidiary, within the meaning of Section 414(b), (c), or (m) of the Code or Section 4001 of ERISA, (a) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (b) no liability to the Pension Benefit Guaranty Corporation has been incurred by any such 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 Section 412 of the Code has been incurred, and (d) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made. 5.14.4. In connection with the consummation of the transactions contemplated by this Agreement, no payments of money or other property, acceleration of benefits, or provision of other rights have been or will be made hereunder, under any agreement contemplated herein, or under any Company Plan that would be reasonably likely to be nondeductible under Section 280G of the Code, whether or not some other subsequent action or event would be required to cause such payment, acceleration, or provision to be triggered.

ERISA and Related Matters. 5.14.1. Schedule 5.14 sets forth a true, correct and complete list, as of the date hereof, of all Company Plans. Seller RMO has made available to Purchaser Parent true, correct and complete copies of the most recent summary plan descriptions, if any, with respect to the Company Plans. Schedule 5.14 also sets forth a true, correct and complete list, as of the date hereof, of all Seller Plans. Seller has made available to Purchaser true, correct and complete copies of the most recent summary plan descriptions, if any, with respect to the Seller Plans. 5.14.2. Neither the The Company nor the Subsidiary contributes does not contribute or has an have any obligation to contribute, and has not within six (6) years prior to the date of this Agreement contributed or had an obligation to contribute, to a multiemployer plan (within the meaning of Section 3(37) of ERISA) or a Benefit Plan (other than a Seller PlanMember Plans) subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. 5.14.3. With respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, that is not a Company Plan, and which is sponsored, maintained, or contributed to, or has been sponsored, maintained, or contributed to within six (6) years prior to the date of this Agreement, by the Company, the Subsidiary Company or any corporation, trade, business, or entity under common control with the Company or the SubsidiaryCompany, within the meaning of Section 414(b), (c), or (m) of the Code or Section 4001 of ERISA, to RMO’s knowledge: (a) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (b) no liability to the Pension Benefit Guaranty Corporation has been incurred by any such 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 Section 412 of the Code has been incurred, and (d) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made. 5.14.4. In connection with the consummation of the transactions contemplated by this Agreement, to RMO’s knowledge no payments of money or other property, acceleration of benefits, or provision of other rights have been or will be made hereunder, under any agreement contemplated herein, or under any Company Plan that would be reasonably likely to be nondeductible under Section 280G of the Code, whether or not some other subsequent action or event would be required to cause such payment, acceleration, or provision to be triggered.

ERISA and Related Matters. 5.14.1. Schedule 5.14 sets forth a true, correct and complete list, as of the date hereof, of all Company Plans. Seller The Company has made available to Purchaser Parent true, correct and complete copies of the most recent summary plan descriptions, if any, with respect to the Company Plans. Schedule 5.14 also sets forth a true, correct and complete list, as of the date hereof, of all Seller Plans. Seller has made available to Purchaser true, correct and complete copies of the most recent summary plan descriptions, if any, with respect to the Seller Plans. 5.14.2. Neither the The Company nor the Subsidiary contributes does not contribute or has an have any obligation to contribute, and has have not within six (6) years prior to the date of this Agreement contributed or had an obligation to contribute, to a multiemployer plan (within the meaning of Section 3(37) of ERISA) or a Benefit Plan (other than a Seller Members Plan) subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. 5.14.3. With respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, that is not a Company Plan, and which is sponsored, maintained, or contributed to, or has been sponsored, maintained, or contributed to within six (6) years prior to the date of this Agreement, by the Company, the Subsidiary Company or any corporation, trade, business, or entity under common control with the Company or the SubsidiaryCompany, within the meaning of Section 414(b), (c), or (m) of the Code or Section 4001 of ERISA, to the Company’s knowledge: (a) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (b) no liability to the Pension Benefit Guaranty Corporation has been incurred by any such 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 Section 412 of the Code has been incurred, incurred and (d) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made. 5.14.4. In connection with the consummation of the transactions contemplated by this Agreement, no payments of money or other property, acceleration of benefits, or provision of other rights have been or to the knowledge of the Company will be made hereunder, under any agreement contemplated herein, or under any Company Plan that would be reasonably likely to be nondeductible under Section 280G of the Code, whether or not some other subsequent action or event would be required to cause such payment, acceleration, or provision to be triggered.

ERISA and Related Matters. 5.14.1. Schedule 5.14 sets forth a true, correct and complete list, as of the date hereof, of all Company Plans. Seller has made available to Purchaser true, correct and complete copies of the most recent summary plan descriptions, if any, with respect to the Company Plans. Schedule 5.14 also sets forth a true, correct and complete list, as of the date hereof, of all Seller Plans. Seller has made available to Purchaser true, correct and complete copies of the most recent summary plan descriptions, if any, with respect to the Seller Plans. 5.14.2. Neither the Company nor the Subsidiary contributes The Companies and Subsidiaries do not contribute or has an have any obligation to contribute, and has not within six (6) years prior to the date of this Agreement contributed or had an obligation to contribute, to a multiemployer plan (within the meaning of Section 3(37) of ERISA) or a Benefit Plan (other than a Seller Plan) subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. 5.14.3. With respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, that is not a Company Plan, and which is sponsored, maintained, or contributed to, or has been sponsored, maintained, or contributed to within six (6) years prior to the date of this Agreement, by the Company, the Subsidiary Companies and Subsidiaries or any corporation, trade, business, or entity under common control with the Company or the SubsidiaryCompanies and Subsidiaries, within the meaning of Section 414(b), (c), or (m) of the Code or Section 4001 of ERISA, to Seller’s knowledge: (a) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (b) no liability to the Pension Benefit Guaranty Corporation has been incurred by any such 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 Section 412 of the Code has been incurred, and (d) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made. 5.14.4. In connection with the consummation of the transactions contemplated by this Agreement, to Seller’s knowledge no payments of money or other property, acceleration of benefits, or provision of other rights have been or will be made hereunder, under any agreement contemplated herein, or under any Company Plan that would be reasonably likely to be nondeductible under Section 280G of the Code, whether or not some other subsequent action or event would be required to cause such payment, acceleration, or provision to be triggered.

ERISA and Related Matters. 5.14.1. Schedule 5.14 sets forth a true, correct and complete list, as of the date hereof, of all Company Plans. Seller has Shareholders have made available to Purchaser Parent true, correct and complete copies of the most recent summary plan descriptions, if any, with respect to the Company Plans. Schedule 5.14 also sets forth a true, correct and complete list, as of the date hereof, of all Seller Plans. Seller has made available to Purchaser true, correct and complete copies of the most recent summary plan descriptions, if any, with respect to the Seller Plans. 5.14.2. Neither the Company nor the Subsidiary contributes The Companies and Subsidiaries do not contribute or has an have any obligation to contribute, and has have not within six (6) years prior to the date of this Agreement contributed or had an obligation to contribute, to a multiemployer plan (within the meaning of Section 3(37) of ERISA) or a Benefit Plan (other than a Seller Shareholders Plan) subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. 5.14.3. With respect to any “employee benefit plan,” within the meaning of Section 3(3) of ERISA, that is not a Company Plan, and which is sponsored, maintained, or contributed to, or has been sponsored, maintained, or contributed to within six (6) years prior to the date of this Agreement, by the Company, the Subsidiary Companies and Subsidiaries or any corporation, trade, business, or entity under common control with the Company or the SubsidiaryCompanies and Subsidiaries, within the meaning of Section 414(b), (c), or (m) of the Code or Section 4001 of ERISA, to Shareholders’ knowledge: (a) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied, (b) no liability to the Pension Benefit Guaranty Corporation has been incurred by any such 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 Section 412 of the Code has been incurred, and (d) all contributions (including installments) to such plan required by Section 302 of ERISA and Section 412 of the Code have been timely made. 5.14.4. In connection with the consummation of the transactions contemplated by this Agreement, to Shareholders’ knowledge no payments of money or other property, acceleration of benefits, or provision of other rights have been or will be made hereunder, under any agreement contemplated herein, or under any Company Plan that would be reasonably likely to be nondeductible under Section 280G of the Code, whether or not some other subsequent action or event would be required to cause such payment, acceleration, or provision to be triggered.