Common use of ERISA; Foreign Pension Plans Clause in Contracts

ERISA; Foreign Pension Plans. (a) Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws and regulations and each Foreign Pension Plan is in compliance with all applicable laws and regulations. (b) No ERISA Event has occurred and, except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, no ERISA Event is expected to occur. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) neither any 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 Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan and (ii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (c) As of the Effective Date, neither any Loan Party nor any ERISA Affiliate maintains, contributes to or has any liability (whether actual or contingent) with respect to any Plan, Multiemployer Plan or Foreign Pension Plan. (d) As of the Effective Date, no Loan Party is (i) an employee benefit plan subject to Part IV of Subtitle B of Title I of ERISA, (ii) a plan or account described in Section 4975 of the Code to which Section 4975 of the Code applies, or (iii) an entity deemed to hold “plan assets” (within the meaning of Section 3(42) of ERISA) of any such plans or accounts.

ERISA; Foreign Pension Plans. (a) Schedule 5.14 lists all material Plans and material Foreign Pension Plans that are sponsored or maintained by any Credit Party and all Title IV Plans, Multiemployer Plans that any Credit Party or ERISA Affiliate contributes to, sponsors or maintains. Copies of all Title IV Plans, together with a copy of the latest Form 5500-series report for each such Title IV Plan have been made available to Agent. Except with respect to Multiemployer Plans, each Qualified Plan has received a favorable determination from the IRS, is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the IRS with respect to such prototype plan, or is within the applicable remedial amendment period. Except as could not, individually or in the aggregate, would not be reasonably be expected to result in have a Material Adverse Effect, : (i) each Plan is in compliance with the applicable provisions of ERISA and the IRC, (ii) neither any Credit Party nor ERISA Affiliate has failed to make any contribution or pay any amount due as required by either Section 412 of the IRC or Section 302 of ERISA or the terms of any Title IV Plan and (iii) neither any Credit Party nor ERISA Affiliate has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the IRC, in connection with any Plan, that would subject any Credit Party to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the IRC. (b) Except as set forth in Schedule 5.14: (i) no Title IV Plan has any Unfunded Pension Liability; (ii) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Responsible Officer of Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Plan or any Person as fiduciary or sponsor of any Plan that could reasonably be expected to have a Material Adverse Effect; (iv) no Credit Party or ERISA Affiliate has incurred or reasonably expects to incur a material liability as a result of a complete or partial withdrawal from a Multiemployer Plan; and (v) within the last five years no Title IV Plan of any Credit Party or ERISA Affiliate has been terminated, whether or not in a “standard termination” as that term is used in Section 4041(b)(1) of ERISA. (i) Except as would not reasonably be expected to have a Material Adverse Effect, the Code and other federal or state laws and regulations and each Foreign Pension Plan is in compliance and in good standing (to the extent such concept exists in the relevant jurisdiction) in all material respects with all laws, regulations and rules applicable laws thereto, including all funding requirements, and regulations. (b) No ERISA Event has occurred and, except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, no ERISA Event is expected to occur. Except as could not reasonably be expected, individually or in respective requirements of the aggregate, to result in a Material Adverse Effect, (i) neither any 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 Section 4219 of ERISA, would result in governing documents for such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan and Foreign Pension Plan; (ii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (c) As of the Effective Date, neither any Loan Party nor any ERISA Affiliate maintains, contributes to or has any liability (whether actual or contingent) with respect to any Plan, Multiemployer Plan or each Foreign Pension Plan. (d) As Plan maintained or contributed to by any Credit Party or any Subsidiary of the Effective Date, no Loan Party is (i) an employee benefit plan subject to Part IV of Subtitle B of Title I of ERISAa Credit Party, (iiA) that is required by applicable law to be funded in a plan trust or account described other funding vehicle, such Foreign Pension Plan is in Section 4975 of compliance with applicable law regarding funding requirements except to the Code extent permitted under applicable law and (B) that is not required by applicable law to be funded in a trust or other funding vehicle, reasonable reserves have been established where required by ordinary accounting practices in the jurisdiction in which Section 4975 of the Code applies, or such Foreign Pension Plan is maintained; and (iii) an entity deemed no actions or proceedings have been taken or instituted to hold “plan assets” (within terminate or wind-up a Foreign Pension Plan with respect to which the meaning Credit Parties or any Subsidiary of Section 3(42) of ERISA) of a Credit Party could reasonably be expected to have any such plans or accountsmaterial liability.

ERISA; Foreign Pension Plans. (a) Schedule 5.14 lists all material Plans and material Foreign Pension Plans that are sponsored or maintained by any Credit Party and all Title IV Plans, Multiemployer Plans that any Credit Party or ERISA Affiliate contributes to, sponsors or maintains. Copies of all Title IV Plans, together with a copy of the latest Form 5500-series report for each such Title IV Plan have been made available to Agent. Except with respect to Multiemployer Plans, each Qualified Plan has received a favorable determination from the IRS, is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the IRS with respect to such prototype plan, or is within the applicable remedial amendment period. Except as could not, individually or in the aggregate, would not be reasonably be expected to result in have a Material Adverse Effect, : (i) each Plan is in compliance with the applicable provisions of ERISA and the IRC, (ii) neither any Credit Party nor ERISA Affiliate has failed to make any contribution or pay any amount due as required by either Section 412 of the IRC or Section 302 of ERISA or the terms of any Title IV Plan and (iii) neither any Credit Party nor ERISA Affiliate has engaged in a non-exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the IRC, in connection with any Plan, that would subject any Credit Party to a material tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the IRC. (b) Except as set forth in Schedule 5.14: (i) no Title IV Plan has any Unfunded Pension Liability; (ii) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Responsible Officer of Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Plan or any Person as fiduciary or sponsor of any Plan that could reasonably be expected to have a Material Adverse Effect; (iv) no Credit Party or ERISA Affiliate has incurred or reasonably expects to incur a material liability as a result of a complete or partial withdrawal from a Multiemployer Plan; and (v) within the last five years no Title IV Plan of any Credit Party or ERISA Affiliate has been terminated, whether or not in a “standard termination” as that term is used in Section 4041(b)(1) of ERISA. (i) Except as would not reasonably be expected to have a Material Adverse Effect, the Code and other federal or state laws and regulations and each Foreign Pension Plan is in compliance and in good standing (to the extent such concept exists in the relevant jurisdiction) in all material respects with all laws, regulations and rules applicable laws thereto, including all funding requirements, and regulations. (b) No ERISA Event has occurred and, except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, no ERISA Event is expected to occur. Except as could not reasonably be expected, individually or in respective requirements of the aggregate, to result in a Material Adverse Effect, (i) neither any 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 Section 4219 of ERISA, would result in governing documents for such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan and Foreign Pension Plan; (ii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (c) As of the Effective Date, neither any Loan Party nor any ERISA Affiliate maintains, contributes to or has any liability (whether actual or contingent) with respect to any Plan, Multiemployer Plan or each Foreign Pension Plan. (d) As Plan maintained or contributed to by any Credit Party or any Subsidiary of the Effective Date, no Loan Party is (i) an employee benefit plan subject to Part IV of Subtitle B of Title I of ERISAa Credit Party, (iiA) that is required by applicable law to be funded in a plan trust or account described other funding vehicle, such Foreign Pension Plan is in Section 4975 of compliance with applicable law regarding funding requirements except to the Code extent permitted under applicable law and (B) that is not required by applicable law to be funded in a trust or other funding vehicle, reasonable reserves have been established where required by ordinary accounting practices in the jurisdiction in which Section 4975 of the Code applies, or such Foreign Pension Plan is maintained; and (iii) an entity deemed no actions or proceedings have been taken or instituted to hold “plan assets” (within terminate or wind-up a Foreign Pension Plan with respect to which the meaning Credit Parties or any Subsidiary of Section 3(42) of ERISA) of a Credit Party could reasonably be expected to have any such plans or accountsmaterial liability.

ERISA; Foreign Pension Plans. (a) Schedule 5.14 lists all material Plans and material Foreign Pension Plans that are sponsored or maintained by any Credit Party and all Title IV Plans, Multiemployer Plans that any Credit Party or ERISA Affiliate contributes to, sponsors or maintains. Copies of all Title IV Plans, together with a copy of the latest Form 5500-series report for each such Title IV Plan have been made available to Agent. Except with respect to Multiemployer Plans, each Qualified Plan has received a favorable determination from the IRS, is maintained under a prototype plan and may rely upon a favorable opinion letter issued by the IRS with respect to such prototype plan, or is within the applicable remedial amendment period. Except as could not, individually or in the aggregate, would not be reasonably be expected to result in have a Material Adverse Effect, : (i) each Plan is in compliance with the applicable provisions of ERISA and the IRC, (ii) neither any Credit Party nor ERISA Affiliate has failed to make any contribution or pay any amount due as required by either Section 412 of the IRC or Section 302 of ERISA or the terms of any Title IV Plan and (iii) neither any Credit Party nor ERISA Affiliate has engaged in a non-exempt "prohibited transaction," as defined in Section 406 of ERISA and Section 4975 of the IRC, in connection with any Plan, that would subject any Credit Party to a material tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the IRC. (b) Except as set forth in Schedule 5.14: (i) no Title IV Plan has any Unfunded Pension Liability; (ii) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Responsible Officer of Borrower, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Plan or any Person as fiduciary or sponsor of any Plan that could reasonably be expected to have a Material Adverse Effect; (iv) no Credit Party or ERISA Affiliate has incurred or reasonably expects to incur a material liability as a result of a complete or partial withdrawal from a Multiemployer Plan; and (v) within the last five years no Title IV Plan of any Credit Party or ERISA Affiliate has been terminated, whether or not in a "standard termination" as that term is used in Section 4041(b)(1) of ERISA. (i) Except as would not reasonably be expected to have a Material Adverse Effect, the Code and other federal or state laws and regulations and each Foreign Pension Plan is in compliance and in good standing (to the extent such concept exists in the relevant jurisdiction) in all material respects with all laws, regulations and rules applicable laws thereto, including all funding requirements, and regulations. (b) No ERISA Event has occurred and, except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, no ERISA Event is expected to occur. Except as could not reasonably be expected, individually or in respective requirements of the aggregate, to result in a Material Adverse Effect, (i) neither any 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 Section 4219 of ERISA, would result in governing documents for such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan and Foreign Pension Plan; (ii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (c) As of the Effective Date, neither any Loan Party nor any ERISA Affiliate maintains, contributes to or has any liability (whether actual or contingent) with respect to any Plan, Multiemployer Plan or each Foreign Pension Plan. (d) As Plan maintained or contributed to by any Credit Party or any Subsidiary of the Effective Date, no Loan Party is (i) an employee benefit plan subject to Part IV of Subtitle B of Title I of ERISAa Credit Party, (iiA) that is required by applicable law to be funded in a plan trust or account described other funding vehicle, such Foreign Pension Plan is in Section 4975 of compliance with applicable law regarding funding requirements except to the Code extent permitted under applicable law and (B) that is not required by applicable law to be funded in a trust or other funding vehicle, reasonable reserves have been established where required by ordinary accounting practices in the jurisdiction in which Section 4975 of the Code applies, or such Foreign Pension Plan is maintained; and (iii) an entity deemed no actions or proceedings have been taken or instituted to hold “plan assets” (within terminate or wind-up a Foreign Pension Plan with respect to which the meaning Credit Parties or any Subsidiary of Section 3(42) of ERISA) of a Credit Party could reasonably be expected to have any such plans or accountsmaterial liability.

ERISA; Foreign Pension Plans. (a) Except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws and regulations and each Foreign Pension Plan is in compliance with all applicable laws and regulations. (b) No ERISA Event has occurred and, except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, no ERISA Event is expected to occur. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) neither any 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 Section 4219 of ERISA, would result in such liability) under Section 4201 of ERISA with respect to a Multiemployer Plan and (ii) neither any Loan Party nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (c) As of the Effective Date, neither any Loan Party nor any ERISA Affiliate maintains, contributes to or has any liability (whether actual or contingent) with respect to any Plan, Multiemployer Plan or Foreign Pension Plan. The present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $100,000 the fair market value of the property of all such underfunded Plans. (d) As of the Effective Date, no Loan Party is (i) an employee benefit plan subject to Part IV of Subtitle B of Title I of ERISA, (ii) a plan or account described in Section 4975 of the Code to which Section 4975 of the Code applies, or (iii) an entity deemed to hold “plan assets” (within the meaning of Section 3(42) of ERISA) of any such plans or accounts.