ERISA Issues Sample Clauses

ERISA Issues. A. Form 5500's for all Company Plans (which include those of ERISA Affiliates) for tax years 1995 - present.
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ERISA Issues. Each Lender as of the Closing Date represents and warrants as of the Closing Date to the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrower or any other Loan Party, that such Lender is not and will not be (i) an employee benefit plan subject to Title I of ERISA; (ii) a plan or account subject to Section 4975 of the Internal Revenue Code; (iii) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code; or (iv) a “governmental plan” within the meaning of ERISA.
Sample 1
ERISA Issues. If the General Partner determines that the Fund has, or would have in the absence of any action by the General Partner, Significant ERISA Participation and does not qualify as a REOC or VCOC (or otherwise comply with another exception that is available under the DOL Regulations to prevent the assets of the Fund from being treated as Plan Assets), all Capital Contributions otherwise required to be made to the Fund by an ERISA Partner may, at the request of the General Partner, instead be required to be deposited directly by such ERISA Partner into an escrow account that is intended to comply with DOL Advisory Opinion 95-04A. All determinations whether the Fund has, or would have in the absence of any action by the General Partner, Significant ERISA Participation or satisfies other exemptions and whether to employ an escrow shall be made by the General Partner in its sole and absolute discretion.
Sample 1
ERISA Issues. Each Lender as of the Fifth Amendment Effective Date represents and warrants as of the Fifth Amendment Effective Date to the Administrative Agent and the Arrangers and their respective Affiliates, and not, for the avoidance of doubt, for the benefit of the Borrower or any other Loan Party, that such Lender is not and will not be (i) an employee benefit plan subject to Title I of ERISA; (ii) a plan or account subject to Section 4975 of the Code; (iii) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or (iv) a “governmental plan” within the meaning of ERISA.
Sample 1
ERISA Issues. The Employee Retirement Income Security Act of 1974 "ERISA") came into existence largely because of perceived abuses in the funding and operation of retirement plans. For example, the Studebaker pension plan collapsed because of inadequate funding, leaving thousands of employees without retirement benefits. There was, in addition, a widely publicized and criticized practice of reducing pension costs by firing of retirement-age employees shortly before they vested in plan benefits. The response of Congress was to impose, through ERISA, a comprehensive and detailed scheme to regulate retirement and welfare plans to prevent such abuses. ERISA, therefore, throws a wide net in the employer-employee benefit arrangements it seeks to regulate. Any plan or arrangement that defers compensation until retirement is generally regarded as a pension plan by ERISA. However, the statute also contains the exemptions discussed below for deferred compensation arrangements where ERISA's protections were not thought to be needed. Deferred compensation plans have generally been drafted to fall within the ERISA exemptions and thus avoid compliance with the following requirements applicable to ERISA retirement plans: -vesting (non-forfeitability) of benefits on a five-year cliff or six-year graded basis; -participation of employees on a non-discriminatory basis; - pre-funding of promised benefits under a separate trust arrangement in accordance with actuarial valuations; -the exercise of fiduciary responsibility (and resulting liability) by plan administrators; -compliance with PBGC termination insurance provisions; and -reporting and disclosure to the IRS, U.S. Department of Labor and plan participants, including Summary Plan Descriptions and Summary Annual Reports (see the last item in this column for the abbreviated requirements applicable to top hat plans. If an employer is subject to these ERISA requirements because an exemption is unavailable, the requirements can be enforced by either the U.S. Department of Labor or by any affected plan participant. And if the deferred compensation arrangement has not been designed and administered with the ERISA exemptions in mind, the chances are good that the requirements will not have been met, and the employer may incur unanticipated liabilities to participants or the government. Accordingly, careful attention should be paid to the scope of the exemptions.
Sample 1

Related to ERISA Issues

  • ERISA and Related Matters The Borrower is not subject to any material obligations or liabilities, contingent or otherwise, with respect to any Plan. None of the assets of the Borrower are or could be deemed to be “plan assets” (as defined in Section 3(42) of ERISA) or assets of any Plan pursuant to any substantially similar non-U.S. or other law.

  • ERISA Events and ERISA Reports (A) Promptly and in any event within 10 days after any Loan Party or any ERISA Affiliate knows or has reason to know that any ERISA Event has occurred, a statement of the Chief Financial Officer of the Borrower describing such ERISA Event and the action, if any, that such Loan Party or such ERISA Affiliate has taken and proposes to take with respect thereto and (B) on the date any records, documents or other information must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA, a copy of such records, documents and information.

  • ERISA Affiliate Any Person which is treated as a single employer with the Borrower under §414 of the Code.

  • ERISA The Employee Retirement Income Security Act of 1974, as amended.

  • ERISA Reports As soon as possible, and in any event within thirty (30) days after the Borrower knows or has reason to know that any circumstances exist that constitute grounds entitling the PBGC to institute proceedings to terminate a Plan subject to ERISA with respect to the Borrower or any Commonly Controlled Entity, and promptly but in any event within two (2) Business Days of receipt by the Borrower or any Commonly Controlled Entity of notice that the PBGC intends to terminate a Plan or appoint a trustee to administer the same, and promptly but in any event within five (5) Business Days of the receipt of notice concerning the imposition of withdrawal liability in excess of $50,000 with respect to the Borrower or any Commonly Controlled Entity, the Borrower will deliver to each Lender a certificate of the chief financial officer of the Borrower setting forth all relevant details and the action which the Borrower proposes to take with respect thereto.

  • ERISA Status With respect to the initial advance to such Qualified Borrower only, either (i) a favorable written opinion of counsel to such Qualified Borrower, addressed to the Secured Parties, reasonably acceptable to the Administrative Agent and its counsel, regarding the status of such Qualified Borrower as an Operating Company (or a copy of such opinion addressed to the Investors, reasonably acceptable to the Administrative Agent and its counsel, together with a reliance letter with respect thereto, addressed to the Secured Parties); or (ii) a certificate, addressed to the Secured Parties, signed by a Responsible Officer of such Qualified Borrower that the underlying assets of such Qualified Borrower do not constitute Plan Assets because less than twenty five percent (25%) of the total value of each class of equity interests in such Qualified Borrower is held by “benefit plan investors” within the meaning of Section 3(42) of ERISA; and

  • ERISA; Benefit Plans Schedule 2.25 accurately (i) lists each ERISA Pension Benefit Plan (A)(1) the funding requirements of which (under Section 301 of ERISA or Section 412 of the Code) are, or at any time during the six-year period ending on the date hereof were, in whole or in part, the responsibility of the Company or any Company Subsidiary or (2) respecting which the Company or any Company Subsidiary is, or at any time during that period was, a "contributing sponsor" or an "employer" as defined in Sections 4001(a)(13) and 3(5), respectively, of ERISA (each plan described in this clause (A) being a "Company ERISA Pension Plan"), (B) each other ERISA Pension Benefit Plan respecting which an ERISA Affiliate is, or at any time during that period was, such a "contributing sponsor" or "employer" (each plan described in this clause (B) being an "ERISA Affiliate Pension Plan") and (C) each other ERISA Employee Benefit Plan that is being, or at any time during that period was, sponsored, maintained or contributed to by the Company or any Company Subsidiary (each plan described in this clause (C) and each Company ERISA Pension Plan being a "Company ERISA Benefit Plan"), (ii) states the termination date of each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan that has been terminated and (iii) identifies for each ERISA Affiliate Pension Plan the relevant ERISA Affiliates. The Company has provided ARS with (i) true, complete and correct copies of (A) each Company ERISA Benefit Plan and ERISA Affiliate Pension Plan, (B) each trust agreement related thereto and (C) all amendments to those plans and trust agreements. Except as accurately set forth in Schedule 2.25, (i) neither the Company nor any Company Subsidiary is, or at any time during the six-year period ended on the date hereof was, a member of any ERISA Group that currently includes, or included when the Company or a Company Subsidiary was a member, among its members any Person other than the Company and the Company Subsidiaries and (ii) no Person is an ERISA Affiliate of the Company or any Company Subsidiary (other than the Company or any Company Subsidiary in the case of any other Company Subsidiary or any Company Subsidiary in the case of the Company, if the Company and the Company Subsidiaries comprise an ERISA Group).

  • ERISA Compliance The Company and its subsidiaries and any “employee benefit plan” (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, “ERISA”)) established or maintained by the Company, its subsidiaries or their “ERISA Affiliates” (as defined below) are in compliance in all material respects with ERISA. “ERISA Affiliate” means, with respect to the Company or any of its subsidiaries, any member of any group of organizations described in Sections 414(b), (c), (m) or (o) of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the “Code”) of which the Company or such subsidiary is a member. No “reportable event” (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. No “employee benefit plan” established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such “employee benefit plan” were terminated, would have any “amount of unfunded benefit liabilities” (as defined under ERISA). Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any “employee benefit plan” or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each employee benefit plan established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401(a) of the Code is so qualified and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification.

  • ERISA Matters promptly, and in any event within five days after a Responsible Officer becoming aware of any of the following, a written notice setting forth the nature thereof and the action, if any, that the Company or an ERISA Affiliate proposes to take with respect thereto:

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