ERISA Compliance; Foreign Plans Clause Samples
The "ERISA Compliance; Foreign Plans" clause ensures that any employee benefit plans provided by the company comply with the Employee Retirement Income Security Act of 1974 (ERISA) for U.S.-based plans, and that any foreign benefit plans adhere to applicable local laws. In practice, this means the company must maintain proper documentation, reporting, and fiduciary standards for U.S. plans, while also ensuring that benefit plans offered to employees in other countries meet the legal requirements of those jurisdictions. The core function of this clause is to allocate responsibility for legal compliance, reducing the risk of penalties or liabilities arising from non-compliant employee benefit plans.
ERISA Compliance; Foreign Plans. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state laws except where noncompliance could not reasonably be expected to result in a Material Adverse Effect.
(b) There are no pending or, to the best knowledge of the Company, claims, actions or lawsuits, or action by any Governmental Authority, in each case in writing, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could reasonably be expected to result in a Material Adverse Effect.
(c) The Company and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained, other than such failures to meet such requirements and the receipt of such waivers that could not reasonably be expected to result in a Material Adverse Effect.
(d) Neither the Company nor any ERISA Affiliate maintains or contributes to, or has any unsatisfied obligation to contribute to, or liability under, any active or terminated Pension Plan other than (A) on the Closing Date, those listed on Schedule 5.12 hereto and (B) thereafter, Pension Plans not otherwise prohibited by this Agreement.
(e) All employer and employee contributions required by any applicable Law in connection with all Foreign Plans have been made, or, if applicable, accrued, in accordance with the country-specific accounting practices, other than such noncompliance as could not reasonably be expected to result in a Material Adverse Effect. Each Foreign Plan required to be registered has been registered and has been maintained in good standing with applicable Governmental Authorities and complies in all material respects with all applicable Laws, in each case other than such failure to register, maintain or otherwise comply as could not reasonably be expected to result in a Material Adverse Effect. There are no pending or, to the best knowledge of the Company, claims, actions or lawsuits, or action by any Governmental Authority, in each case in writing, with respect to any Foreign Plan that could reasonably be expected to have a Material Adverse Effect. None of the Company, its Subsidiaries or any of their respective directors, officers, employees ...
ERISA Compliance; Foreign Plans. Except as has not resulted or could not reasonably be expected to result in a Material Adverse Effect (i) each Plan is in compliance with all material provisions of ERISA, the Code and other Federal or state Laws and each Foreign Plan is in compliance with all material provisions of the Laws applicable to such Foreign Plan, (ii) there are no claims, actions or lawsuits, or action by any Governmental Authority with respect to any Plan or Foreign Plan pending or, to the knowledge of the Borrower, threatened and (iii) no ERISA Event or Foreign Plan Event has occurred or is reasonably expected to occur.
ERISA Compliance; Foreign Plans. 54 5.13 Subsidiaries................................................................. 55 5.14 Margin Regulations; Investment Company Act; Public Utility Holding Company Act.................................................................. 56 5.15 Disclosure................................................................... 56 5.16 Intellectual Property; Licenses, Etc......................................... 56 5.17 Pledge....................................................................... 57 5.18 Consummation of SCI Merger................................................... 57 5.19
ERISA Compliance; Foreign Plans. Except as described on Schedule 6.18:
(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, and other federal or state law. Each Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS and to the best knowledge of the Loan Parties, nothing has occurred which would cause the loss of such qualification. Each Loan Party and each ERISA Affiliate has made all required contributions to any Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.
(b) There are no pending or, to the best knowledge of any Loan Party, threatened claims, actions, or lawsuits, or action by any Governmental Authority, with respect to any Plan or Foreign Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan or Foreign Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect.
(c) Except for instances, if any, which together do not give rise to liability in excess of $1,000,000 in the aggregate, (i) no ERISA Event has occurred or is reasonably expected to occur, (ii) no Pension Plan has any Unfunded Pension Liability, (iii) no Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA), (iv) no Loan Party nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Title IV of ERISA, would result in such liability) under Title IV of ERISA with respect to a Multi-employer Plan (other than liabilities incurred in the ordinary course of operations of such Multi-employer Plan , including, but not limited to, liability under Sections 4201 and 4243 of ERISA), and (v) no Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.
(d) Each Foreign Plan is in compliance in all material respects with the laws and regulations applicable to such Foreign Plan and each Consolidated Member has satisfied all contribution obligations in all...
ERISA Compliance; Foreign Plans. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other applicable Federal or state Laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of the Borrower, nothing has occurred which would prevent, or cause the loss of, such qualification. The Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan.
(b) There are no pending or, to the knowledge of the Borrower, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could be reasonably expected to result in a Material Adverse Effect.
(i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability;
ERISA Compliance; Foreign Plans. 35 Section 6.19 Taxes .......................................................................... 36 Section 6.20