ERISA Covenants. Borrower shall, and shall cause each ERISA Affiliate to, comply with all applicable provisions of ERISA and all other laws applicable to any deferred compensation plans with which Borrower or any ERISA Affiliate is associated, the failure with which to comply would have a material adverse effect on Borrower's business or financial condition and shall promptly notify Lender of the occurrence of any event that could result in any material liability of Borrower to any person to any person whatsoever with respect to any such plan.
ERISA Covenants. 18 Section 7.10. Environmental Covenants ............................... 18 Section 7.11. Restrictions on Merger, Consolidation, Sale of Assets, Issuance of Stock, etc .............................................. 18 Section 7.12. Health Care Covenants ................................. 19 Section 7.13. Distributions ......................................... 19 Section 7.14. Capital Expenditures .................................. 19 Section 7.15.
ERISA Covenants. (a) The Borrower shall do, and shall cause each of its ERISA Affiliates to do, each of the following: (i) maintain each Employee Benefit Plan in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code or other Federal or state law; (ii) cause each Qualified Plan to maintain its qualified status under Section 401(a) of the Internal Revenue Code; (iii) timely make all required contributions to any Pension Plan; (iv) ensure that all liabilities under each Plan are either (A) funded to at least the minimum level required by law or, if higher, to the level required by the terms governing such Plan; (B) insured with a reputable insurance company; or (C) provided for or recognized in the Financial Statements most recently delivered to the Loan Servicer under Section 6.1 hereof); and (v) ensure that the contributions or premium payments to or in respect of each Pension Plan is and continues to be promptly paid at no less than the rates required under the rules of such Pension Plan and in accordance with the most recent actuarial advice received in relation to such Pension Plan and applicable law.
(b) The Borrower shall not, nor shall it permit any of ERISA Affiliate to, (i) terminate any Pension Plan so as to result in any material (in the reasonable opinion of the Loan Servicer) liability to the Borrower or any ERISA Affiliate, (ii) permit to exist any ERISA Event, or any other event or condition, which could reasonably be expected to result in the risk of a material (in the reasonable opinion of the Loan Servicer) liability to any ERISA Affiliate, (iii) make a complete or partial withdrawal (within the meaning of Section 4201 of ERISA) from any Multiemployer Plan so as to result in any material (in the opinion of the Loan Servicer) liability to the Borrower or any ERISA Affiliate, or (iv) enter into any new Plan or modify any existing Employee Benefit Plan so as to increase its obligations thereunder which could result in any material (in the reasonable opinion of the Loan Servicer) liability to the Borrower or any ERISA Affiliate.
ERISA Covenants. The General Partner shall at all times conduct the affairs of the Partnership such that the Partnership’s assets would not constitute plan assets of any Partner for purposes of the fiduciary responsibility or prohibited transaction provisions of Title I of ERISA or Section 4975 of the Code. This shall include, but not be limited to, ensuring that the ERISA Partners shall, in the aggregate, hold less than twenty-five percent (25%) of the total value of each class of equity interest in the Partnership, as determined in accordance with ERISA and any regulations issued thereunder.
ERISA Covenants. (i) The Adviser agrees that during all periods when the assets of the Company are treated as “plan assets” for purposes of ERISA, the Adviser shall qualify as a “qualified professional asset manager”, as defined in the U.S. Department of Labor Prohibited Transaction Class Exemption 84-14, or any successor thereto (a “QPAM”) and shall be a QPAM with respect to the Company.
(ii) The Adviser acknowledges that during all periods when the assets of the Company are treated as “plan assets” for purposes of ERISA, the Adviser will be (i) a “fiduciary”, as defined in Section 3(21) of ERISA, with respect to the Company and with respect to each U.S. employee benefit plan or trust as defined in and subject to the provisions of ERISA (an “ERISA Plan”) that invests in the Company, and (ii) an “investment manager”, as defined in Section 3(38) of ERISA, with respect to each ERISA Plan that invests in the Company.
(iii) The Adviser agrees that during all periods when the assets of the Company are treated as “plan assets” for purposes of ERISA, the Adviser shall be registered as an investment adviser under the Advisers Act.
ERISA Covenants. Borrower covenants and agrees to comply with Section 3.11 of the Instrument. In addition, Principal covenants and agrees as follows:
(a) Principal understands and acknowledges that, as of the date hereof, the source of funds from which Lender is extending the Loan will include one or more of the following accounts: (i) an “insurance company general account,” as that term is defined in PTE 95-60 (60 Fed. Reg. 35925 (Jul. 12, 1995)), as to which Xxxxxx meets the conditions for relief in Sections I and IV of PTE 95-60; (ii) pooled and single client insurance company separate accounts, which are subject to the provisions of ERISA; and (iii) one or more insurance company separate accounts maintained solely in connection with fixed contractual obligations of the insurance company, under which the amounts payable or credited to the plan are not affected in any manner by the investment performance of the separate account.
(b) Principal represents and warrants to Lender that (i) Principal is not an “employee benefit plan” as defined in Section 3(3) of ERISA, or a “governmental plan” within the meaning of Section 3(32) of ERISA; (ii) Principal is not a “party in interest”, as defined in Section 3(14) of ERISA, other than as a service provider or an affiliate of a service provider, to any employee benefit plan that has invested in a separate account described in Section 4(a)(ii) above, from which funds have been derived to make the Loan, or if so, the execution of the Documents and making of the Loan thereunder do not constitute nonexempt prohibited transactions under ERISA; (iii) Principal is not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans, or if subject to such statutes, is not in violation thereof in the execution of the Documents and the making of the Loan thereunder; (iv) the assets of the Principal do not constitute “plan assets” of one or more plans within the meaning of 29 C.F.R. Section 2510.3-101; and (v) one or more of the following circumstances is true: (1) equity interests in Principal are publicly offered securities, within the meaning of 29 C.F.R. Section 2510.3-101(b)(2); (2) less than twenty-five percent (25%) of all equity interests in Principal are held by “benefit plan investors” within the meaning of 29 C.F.R. Section 2510.3-101(f)(2); or (3) Principal qualifies as an “operating company,” a “venture capital operating company” or a “real estate operating company” within the meaning...
ERISA Covenants. (i) Cause each Plan Employer with respect to its Plans (A) to satisfy the minimum funding standards of Section 412 of the Code with respect to any single-employer Plan and (B)to comply in all material respects with the provisions of ERISA and the Code which are applicable to any Plan and (ii)not permit any Plan Employer with respect to its Plans (A)to terminate any single-employer Plan which could result in any liability to the PBGC under Title IV of ERISA as set forth on IRS Form 5310 in an amount greater than $500,000 for any individual Plan or greater than $750,000 for any group of Plans terminated in any calendar year, (B)to engage in any prohibited transaction as described in Section 406 of ERISA or to incur a Reportable Event, (C)to withdraw from any multi-employer Plan which could result in the incurrence of withdrawal liability in an amount greater than $500,000, (D)to adopt any new Plan without prior written notice to the Agent and the Banks, (E)to lose the qualified status of any Plan under Section 401 of the Code or the exempt status of any related trust under Section 501 of the Code or (F)to cease operations at a multiple-plant facility within the meaning of Section 4062(e) of ERISA and which could reasonably be expected to result in liability to the PBGC under Title IV of ERISA in an amount greater than $750,000, whether or not such liability is paid to the PBGC or secured by the filing of a bond with the PBGC.
ERISA Covenants. Guarantor shall, and shall cause each ERISA Affiliate to, comply with all applicable provisions of ERISA and all other laws applicable to any deferred compensation plans with which Guarantor or any ERISA Affiliate is associated, the failure with which to comply would have a material adverse effect on Guarantor's or Borrower's business or financial condition and shall promptly notify Lender of the occurrence of any event that could result in any material liability of Guarantor to any person to any person whatsoever with respect to any such plan.
ERISA Covenants. Each Credit Party and each ERISA Affiliate will (i) continue to meet the representations and warranties set forth under Section 4.19 of this Agreement, (ii) not establish or adopt any new Pension Plan or modify any existing Pension Plan so as to increase its obligations thereunder (except in the ordinary course of business, consistent with past practice) which, in the opinion of the Purchaser, could have a Material Adverse Effect and (iii) not establish or adopt an employee welfare benefit plan as defined in Section 3(1) of ERISA that provides for employer-provided benefits for employees after they leave the employment of the Credit Parties or ERISA Affiliates (other than any such benefits required to be provided by the Consolidated Omnibus Budget Reconciliation Act of 1985 or other similar federal or state law).
ERISA Covenants. (i) The Adviser agrees that during all periods when the assets of the Company are treated as “plan assets” for purposes of ERISA, the Adviser shall (i) qualify as a “qualified professional asset manager”, as defined in the U.S. Department of Labor Prohibited Transaction Class Exemption 84-14, or any successor thereto (a “QPAM”) and shall be a QPAM with respect to the Company, (ii) use commercially reasonable efforts to proceed under the exemption under Section 408(b)(17) of ERISA (and the corresponding tax-code exemption), or (iii) otherwise use commercially reasonable efforts to proceed on the basis of another exemption, where necessary or appropriate to avoid non-exempt prohibited transactions.
(ii) The Adviser acknowledges that during all periods when the assets of the Company are treated as “plan assets” for purposes of ERISA, the Adviser will be (i) a “fiduciary”, as defined in Section 3(21) of ERISA, with respect to the Company and with respect to each U.S. employee benefit plan or trust as defined in and subject to the provisions of ERISA (an “ERISA Plan”) that invests in the Company, and (ii) an “investment manager”, as defined in Section 3(38) of ERISA, with respect to each ERISA Plan that invests in the Company.
(iii) The Adviser agrees that during all periods when the assets of the Company are treated as “plan assets” for purposes of ERISA, the Adviser shall be registered as an investment adviser under the Advisers Act.
