Common use of ERISA Taxes Clause in Contracts

ERISA Taxes. (a) Neither the Borrower nor any other member of the Controlled Group has failed to pay amounts due in excess of $25,000,000 for which it is or has become liable under Title IV of ERISA to pay to the PBGC or to a Material Plan, unless such liability is being contested in good faith and by appropriate proceedings by the Borrower or other member of the Controlled Group; no notice of intent to terminate a Material Plan that is a “single-employer plan” within the meaning of Section 4001(a)(15) of ERISA has been filed, and, to the knowledge of the Borrower, no notice of termination has been filed for any other Material Plan, in each case, under Title IV of ERISA by the Borrower or other member of the Controlled Group, any Plan administrator or any combination of the foregoing, the PBGC has not instituted proceedings to terminate or to cause a trustee to be appointed to administer a Material Plan, and neither the Borrower nor any member of the Controlled Group is or has become liable for any amount in excess of $25,000,000 in any action instituted by a fiduciary of any Material Plan to enforce Section 515 or 4219(c)(5) of ERISA. (b) Assuming none of the assets used to make any Loan constitute “plan assets” (within the meaning of the Plan Asset Regulations), neither the execution, delivery nor performance of the transactions contemplated under this Agreement, including the making of any Loan hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. (c) The Borrower and each of the Borrower’s Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to be paid by it, except (i) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower has set aside on its books adequate reserves or (ii) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

ERISA Taxes. (a) Neither the Borrower nor any other member of the Controlled Group has failed to pay amounts due in excess of $25,000,000 for which it is or has become liable under Title IV of ERISA to pay to the PBGC or to a Material Plan, unless such liability is being contested in good faith and by appropriate proceedings by the Borrower or other member of the Controlled Group; no notice of intent to terminate a Material Plan that is a “single-employer plan” within the meaning of Section 4001(a)(15) of ERISA has been filed, and, to the knowledge of the Borrower, no notice of termination has been filed for any other Material Plan, in each case, under Title IV of ERISA by the Borrower or other member of the Controlled Group, any Plan administrator or any combination of the foregoing, the PBGC has not instituted proceedings to terminate or to cause a trustee to be appointed to administer a Material Plan, and neither the Borrower nor any member of the Controlled Group is or has become liable for any amount in excess of $25,000,000 in any action instituted by a fiduciary of any Material Plan to enforce Section 515 or 4219(c)(5) of ERISA. (b) Assuming none of the assets used to make any Loan constitute “plan assets” (within the meaning of the Plan Asset Regulations), neither the execution, delivery nor performance of the transactions contemplated under this Agreement, including the making of any Loan hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. (c) The Borrower and each of the Borrower’s Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to be paid by it, except (i) Taxes that are being contested in good faith by appropriate proceedings and for which the Borrower has set aside on its books adequate reserves or (ii) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.

ERISA Taxes. (a) Neither the HoldCo Borrower nor any other member of the Controlled Group has failed to pay amounts due in excess of $25,000,000 for which it is or has become liable under Title IV of ERISA to pay to the PBGC or to a Material Plan, unless such liability is being contested in good faith and by appropriate proceedings by the HoldCo Borrower or other member of the Controlled Group; no notice of intent to terminate a Material Plan that is a “single-employer plan” within the meaning of Section 4001(a)(15) of ERISA has been filed, and, to the knowledge of the HoldCo Borrower, no notice of termination has been filed for any other Material Plan, in each case, under Title IV of ERISA by the HoldCo Borrower or other member of the Controlled Group, any Plan administrator or any combination of the foregoing, the PBGC has not instituted proceedings to terminate or to cause a trustee to be appointed to administer a Material Plan, and neither the HoldCo Borrower nor any member of the Controlled Group is or has become liable for any amount in excess of $25,000,000 in any action instituted by a fiduciary of any Material Plan to enforce Section 515 or 4219(c)(5) of ERISA. (b) Assuming none of the assets used to make any Loan constitute “plan assets” (within the meaning of the Plan Asset Regulations), neither the execution, delivery nor performance of the transactions contemplated under this Agreement, including the making of any Loan hereunder, will give rise to a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. (c) The HoldCo Borrower and each of the Borrower’s Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to be paid by it, except (i) Taxes that are being contested in good faith by appropriate proceedings and for which the HoldCo Borrower has set aside on its books adequate reserves or (ii) to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Effect.