Common use of ERISA; Non-U.S. Pension Plans Clause in Contracts

ERISA; Non-U.S. Pension Plans. (a) New ICE Parent and its ERISA Affiliates is in compliance with the applicable provisions of ERISA, and each Plan is and has been administered in compliance with all applicable Requirements of Law, including the applicable provisions of ERISA and the Code, in each case except where the failure so to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No ERISA Event (i) has occurred within the five (5) year period prior to the Closing Date, (ii) has occurred and is continuing, or (iii) to the knowledge of a Borrower, is reasonably expected to occur with respect to any Plan. No Plan has any Unfunded Pension Liability as of the most recent annual valuation date applicable thereto, and neither New ICE Parent nor any of its ERISA Affiliates has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (b) Neither New ICE Parent nor any of its ERISA Affiliates has any outstanding liability on account of a complete or partial withdrawal from any Multiemployer Plan, and neither New ICE Parent nor any of its ERISA Affiliates would become subject to any liability under ERISA if New ICE Parent or any such ERISA Affiliate were to withdraw completely from all Multiemployer Plans as of the most recent valuation date. No Multiemployer Plan is in “reorganization” or is “insolvent” within the meaning of such terms under ERISA. (c) Each Non−U.S. Pension Plan is in compliance with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan except to the extent such non-compliance would not reasonably be expected to result in a Material Adverse Effect. With respect to each Non−U.S. Pension Plan, none of New ICE Parent, the Parent Borrower, their respective Affiliates or any of their directors, officers, employees or agents has engaged in a transaction, or other act or omission (including entering into this Agreement and any act done or to be done in connection with this Agreement), that has subjected, or would reasonably be expected to subject, New ICE Parent or any of its Subsidiaries, directly or indirectly, to any penalty (including any tax or civil penalty), fine, claim or other liability (including any liability under a contribution notice or financial support direction (as those terms are defined in the United Kingdom Pensions Act 2004), or any liability or amount payable under section 75 or 75A of the United Kingdom Pensions Act 1995), that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and there are no facts or circumstances which may give rise to any such penalty, fine, claim, or other liability. With respect to each Non−U.S. Pension Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable law or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Non−U.S. Pension Plan is maintained. The aggregate unfunded liabilities with respect to such Non−U.S. Pension Plans would not reasonably be expected to result in a Material Adverse Effect before the date that, in relation to a Non−U.S. Pension Plan, (i) the entire debt is triggered under Section 75 of the United Kingdom Pensions Act 1995 or (ii) a contribution notice or financial support direction is issued in respect of such debt. There are no actions, suits or claims (other than routine claims for benefits) pending against or, to the knowledge of New ICE Parent or any Borrower, threatened against New ICE Parent or any of its Subsidiaries with respect to any Non−U.S. Pension Plan which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

ERISA; Non-U.S. Pension Plans. (a) New ICE Parent Each Consolidated Entity and its ERISA Affiliates is in compliance with the applicable provisions of ERISA, and each Plan is and has been administered in compliance with all applicable Requirements of Law, including the applicable provisions of ERISA and the Code, in each case except where the failure so to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. No ERISA Event that could reasonably be expected to have a Material Adverse Effect (i) has occurred within the five (5) five-year period prior to the Closing Date, (ii) has occurred and is continuing, or (iii) to the knowledge of a any Borrower, is reasonably expected to occur with respect to any Plan. No Except as could not reasonably be expected to have a Material Adverse Effect, no Plan has any Unfunded Pension Liability as of the most recent annual valuation date applicable thereto, and neither New ICE Parent nor no Consolidated Entity or any of its ERISA Affiliates has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (b) Neither New ICE Parent nor No Consolidated Entity or any of its ERISA Affiliates has any outstanding liability on account of a complete or partial withdrawal from any Multiemployer Plan, and neither New ICE Parent nor no Consolidated Entity or any of its ERISA Affiliates would become subject to any liability under ERISA if New ICE Parent or any such Consolidated Entity or ERISA Affiliate were to withdraw completely from all Multiemployer Plans as of the most recent valuation date. No Multiemployer Plan is in “reorganization” or is “insolvent” within the meaning of such terms under ERISA. (c) Each Non−U.S. Non-U.S. Pension Plan is in compliance with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan except to the extent such non-compliance would not reasonably be expected to result in a Material Adverse Effect. With respect to each Non−U.S. Non-U.S. Pension Plan, none of New ICE Parent, the Parent Borrower, their respective Affiliates or neither Xxxxxxxx nor any of their directors, officers, employees or agents its Related Parties has engaged in a transaction, or other act or omission (including entering into this Agreement and any act done or to be done in connection with this Agreement), that has subjected, or would could reasonably be expected to subject, New ICE Parent or any of its SubsidiariesConsolidated Entity, directly or indirectly, to any penalty (including any tax or civil penalty), fine, claim or other liability (including any liability under a contribution notice issued by the UK Pensions Regulator under Section 38 or Section 47 of the United Kingdom Pensions Xxx 0000 (“UK Contribution Notice”) or a financial support direction (as those terms are defined in issued by the UK Pensions Regulator under Section 43 of the United Kingdom Pensions Act 20042004 (“UK Financial Support Direction”), or any liability or amount payable under section 75 or 75A of the United Kingdom Pensions Act 1995), that would could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect Effect, and there are no facts or circumstances which may are reasonably likely to give rise to any such penalty, fine, claim, or other liability. With respect to each Non−U.S. Non-U.S. Pension Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable law or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Non−U.S. Non-U.S. Pension Plan is maintained. The aggregate unfunded liabilities with respect to such Non−U.S. Pension Plans would not reasonably be expected to result in a Material Adverse Effect before the date that, in relation to a Non−U.S. Pension Plan, (i) the entire debt is triggered under Section 75 of the United Kingdom Pensions Act 1995 or (ii) a contribution notice or financial support direction is issued in respect of such debt. There are no actions, suits or claims (other than routine claims for benefits) pending against or, to the knowledge of New ICE Parent or any Borrower, threatened against New ICE Parent or any of its Subsidiaries Consolidated Entity with respect to any Non−U.S. Non-U.S. Pension Plan which would that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (d) All employer and employee payments, contributions and premiums required to be remitted, paid to or in respect of each Canadian Pension Plan have been paid or remitted in accordance with its terms and all applicable laws. (e) The Canada Pension Entities do not, and have not ever, sponsored, administered or participated in a retirement or pension arrangement that contains a defined benefit provision (as that term is defined in the Income Tax Act (Canada)) to employees or former employees of any Canada Pension Entity. (f) Each Borrower represents and warrants as of the Closing Date that such Borrower 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.

ERISA; Non-U.S. Pension Plans. (a) New ICE Parent Each Consolidated Entity and its ERISA Affiliates is in compliance with the applicable provisions of ERISA, and each Plan is and has been administered in compliance with all applicable Requirements of Law, including the applicable provisions of ERISA and the Code, in each case except where the failure so to comply, individually or in the aggregate, would could not reasonably be expected to have a Material Adverse Effect. No ERISA Event that could reasonably be expected to have a Material Adverse Effect (i) has occurred within the five (5) five-year period prior to the Closing Date, (ii) has occurred and is continuing, or (iii) to the knowledge of a any Borrower, is reasonably expected to occur with respect to any Plan. No Except as could not reasonably be expected to have a Material Adverse Effect, no Plan has any Unfunded Pension Liability as of the most recent annual valuation date applicable thereto, and neither New ICE Parent nor no Consolidated Entity or any of its ERISA Affiliates has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (b) Neither New ICE Parent nor No Consolidated Entity or any of its ERISA Affiliates has any outstanding liability on account of a complete or partial withdrawal from any Multiemployer Plan, and neither New ICE Parent nor no Consolidated Entity or any of its ERISA Affiliates would become subject to any liability under ERISA if New ICE Parent or any such Consolidated Entity or ERISA Affiliate were to withdraw completely from all Multiemployer Plans as of the most recent valuation date. No Multiemployer Plan is in “reorganization” or is “insolvent” within the meaning of such terms under ERISA. (c) Each Non−U.S. Non-U.S. Pension Plan is in compliance with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan except to the extent such non-compliance would not reasonably be expected to result in a Material Adverse Effect. With respect to each Non−U.S. Non-U.S. Pension Plan, none of New ICE Parent, the Parent Borrower, their respective Affiliates or neither Xxxxxxxx nor any of their directors, officers, employees or agents its Related Parties has engaged in a transaction, or other act or omission (including entering into this Agreement and any act done or to be done in connection with this Agreement), that has subjected, or would could reasonably be expected to subject, New ICE Parent or any of its SubsidiariesConsolidated Entity, directly or indirectly, to any penalty (including any tax or civil penalty), fine, claim or other liability (including any liability under a contribution notice issued by the UK Pensions Regulator under Section 38 or Section 47 of the United Kingdom Pensions Xxx 0000 (“UK Contribution Notice”) or a financial support direction (as those terms are defined in issued by the UK Pensions Regulator under Section 43 of the United Kingdom Pensions Act 20042004 (“UK Financial Support Direction”), or any liability or amount payable under section 75 or 75A of the United Kingdom Pensions Act 1995), that would could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect Effect, and there are no facts or circumstances which may are reasonably likely to give rise to any such penalty, fine, claim, or other liability. With respect to each Non−U.S. Non-U.S. Pension Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable law or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Non−U.S. Non-U.S. Pension Plan is maintained. The aggregate unfunded liabilities with respect to such Non−U.S. Pension Plans would not reasonably be expected to result in a Material Adverse Effect before the date that, in relation to a Non−U.S. Pension Plan, (i) the entire debt is triggered under Section 75 of the United Kingdom Pensions Act 1995 or (ii) a contribution notice or financial support direction is issued in respect of such debt. There are no actions, suits or claims (other than routine claims for benefits) pending against or, to the knowledge of New ICE Parent or any Borrower, threatened against New ICE Parent or any of its Subsidiaries Consolidated Entity with respect to any Non−U.S. Non-U.S. Pension Plan which would that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. (d) All employer and employee payments, contributions and premiums required to be remitted, paid to or in respect of each Canadian Pension Plan have been paid or remitted in accordance with its terms and all applicable laws. (e) The Canada Pension Entities do not, and have not ever, sponsored, administered or participated in a retirement or pension arrangement that provides defined benefits to employees or former employees of any Canada Pension Entity.

ERISA; Non-U.S. Pension Plans. (a) Each of New ICE Parent and its ERISA Affiliates is in compliance with the applicable provisions of ERISA, and each Plan is and has been administered in compliance with all applicable Requirements of Law, including the applicable provisions of ERISA and the Code, in each case except where the failure so to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No ERISA Event (i) has occurred within the five (5) year period prior to the Closing Date, (ii) has occurred and is continuing, or (iii) to the knowledge of a the Borrower, is reasonably expected to occur with respect to any Plan. No Plan has any Unfunded Pension Liability as of the most recent annual valuation date applicable thereto, and neither New ICE Parent nor any of its ERISA Affiliates has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (b) Neither New ICE Parent nor any of its ERISA Affiliates has any outstanding liability on account of a complete or partial withdrawal from any Multiemployer Plan, and neither New ICE Parent nor any of its ERISA Affiliates would become subject to any liability under ERISA if New ICE Parent or any such ERISA Affiliate were to withdraw completely from all Multiemployer Plans as of the most recent valuation date. No Multiemployer Plan is in “reorganization” or is “insolvent” within the meaning of such terms under ERISA. (c) Each Non−U.S. Pension Plan is in compliance with all requirements of law applicable thereto and the respective requirements of the governing documents for such plan except to the extent such non-compliance would not reasonably be expected to result in a Material Adverse Effect. With respect to each Non−U.S. Pension Plan, none of New ICE Parent, the Parent Borrower, their respective Affiliates or any of their directors, officers, employees or agents has engaged in a transaction, or other act or omission (including entering into this Agreement and any act done or to be done in connection with this Agreement), that has subjected, or would reasonably be expected to subject, New ICE Parent or any of its Subsidiaries, directly or indirectly, to any penalty (including any tax or civil penalty), fine, claim or other liability (including any liability under a contribution notice or financial support direction (as those terms are defined in the United Kingdom Pensions Act 2004), or any liability or amount payable under section 75 or 75A of the United Kingdom Pensions Act 1995), that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect and there are no facts or circumstances which may give rise to any such penalty, fine, claim, or other liability. With respect to each Non−U.S. Pension Plan, reserves have been established in the financial statements furnished to Lenders in respect of any unfunded liabilities in accordance with applicable law or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Non−U.S. Pension Plan is maintained. The aggregate unfunded liabilities with respect to such Non−U.S. Pension Plans would not reasonably be expected to result in a Material Adverse Effect before the date that, in relation to a Non−U.S. Pension Plan, (i) the entire debt is triggered under Section 75 of the United Kingdom Pensions Act 1995 or (ii) a contribution notice or financial support direction is issued in respect of such debt. There are no actions, suits or claims (other than routine claims for benefits) pending against or, to the knowledge of New ICE Parent or any the Borrower, threatened against New ICE Parent or any of its Subsidiaries with respect to any Non−U.S. Pension Plan which would reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.