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Common use of ERISA Clause in Contracts

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 13 contracts

Samples: Credit Agreement (PACIFIC GAS & ELECTRIC Co), Credit Agreement (PG&E Corp), Credit Agreement (PG&E Corp)

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ERISA. No Except as could not reasonably be expected to have a Material Adverse Effect, (a) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA), as applicable, has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any PlanPlan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been ; (b) no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien on the assets of the Borrower or any Significant Subsidiary in favor of the PBGC or a Plan has arisen, during such five-year period. The ; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effect. Neither material amount; and (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and and, to the knowledge of the Borrower or any Commonly Controlled Entity, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No Neither the Borrower nor any Commonly Controlled Entity has knowledge that any such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 13 contracts

Samples: Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc), Credit Agreement (Xcel Energy Inc)

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 11 contracts

Samples: Term Loan Agreement (PACIFIC GAS & ELECTRIC Co), Term Loan Agreement (PG&E Corp), Term Loan Agreement (PACIFIC GAS & ELECTRIC Co)

ERISA. No Neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 302 of ERISA), whether or not waived, has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan other than a Multiemployer Plan, and each Plan has complied in all respects with the applicable provisions of ERISA and the Code, except, in each case, to where the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code liability could not be reasonably be expected to result in a Material Adverse Effect. During the five year period prior ; provided, however, that with respect to the date on which this any Multiemployer Plan, such representation is made or deemed made, there has been no (i) failure only to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 knowledge of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse EffectBorrower. No termination of a Single Employer Plan pursuant to Section 4041(c) or 4042 of ERISA has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each There has been no determination that any Single Employer Plan is, or is reasonably expected to be, in “at risk” status (based on those assumptions used to fund such Plan) did not, as within the meaning of Section 430 of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made Code or deemed made, exceed the value Section 303 of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse EffectERISA). Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected in liability and to result in a material liability under ERISAthe knowledge of the Borrower, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as made which liability could not be reasonably be expected to result in a Material Adverse Effect. No such To the Borrower’s knowledge, no Multiemployer Plan is in endangered Insolvency or critical in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or in Insolvency).

Appears in 9 contracts

Samples: Credit Agreement (Boston Scientific Corp), Term Loan Credit Agreement (Boston Scientific Corp), Term Loan Credit Agreement (Boston Scientific Corp)

ERISA. No Except as, in the aggregate, does not or would not reasonably be expected to result in a Material Adverse Effect: neither a Reportable Event nor a failure to satisfy the minimum funding standard of Section 430 of the Code or Section 303 of ERISA, whether or not waived, with respect to a Plan has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been ; no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither ; neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior Plan; to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAknowledge of the Borrower after due inquiry, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all any Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and to the knowledge of the Borrower after due inquiry, except as could not reasonably be expected to result in a Material Adverse Effect. No such no Multiemployer Plan is in endangered or critical status status” (within the meaning of Section 432 of the Code or Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 8 contracts

Samples: Credit Agreement (Micron Technology Inc), Term Loan Credit Agreement (Micron Technology Inc), Term Loan Credit Agreement (Micron Technology Inc)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and, to the knowledge and belief of the Credit Parties, each Plan has complied in all material respects with the applicable provisions of ERISA and the CodeCode except where non-compliance, excepteither singly or in the aggregate, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as benefits by an amount that could not reasonably be expected to result in have a Material Adverse Effect. Neither the Borrower Credit Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability or loss under ERISA, and neither the Borrower Credit Party nor any Commonly Controlled Entity would become subject to any liability or loss under ERISA if the Borrower such Credit Party or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as in any case where, either singly or in the aggregate, the aggregate amount of loss or liability could not reasonably be expected to result in have a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 8 contracts

Samples: Reimbursement Agreement (Agl Resources Inc), Reimbursement Agreement (Agl Resources Inc), Reimbursement Agreement (Agl Resources Inc)

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could Except as would not reasonably be expected to result in have a Material Adverse Effect. : (a) During the five five-year period prior to the date on which this representation is made or deemed made, there has been no : (i) failure no ERISA Event has occurred, and, to make the best knowledge of the Credit Parties, no event or condition has occurred or exists as a required contribution result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrancePlan; or (ii) “unpaid minimum required contribution” or “no "accumulated funding deficiency” (," as such term is defined or otherwise set forth in Section 4971 302 of ERISA and Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA)Code, whether or not waived, except, in has occurred with respect to any Plan; (iii) each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurredbeen maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan. (c) No member of the Consolidated Group nor any ERISA Affiliate has resulted or incurred, or, to the best knowledge of the Credit Parties, could be reasonably be expected to result in a material incur, any withdrawal liability under ERISA, and neither ERISA to any Multiemployer Plan or Multiple Employer Plan. No member of the Borrower Consolidated Group nor any Commonly Controlled Entity ERISA Affiliate would become subject to any withdrawal liability under ERISA if any member of the Borrower Consolidated Group or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such member of the Consolidated Group nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in endangered or critical status reorganization (within the meaning of Section 305 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any member of the Consolidated Group or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any member of the Consolidated Group or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) No member of the Consolidated Group nor any ERISA Affiliates has any material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) or to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in Insolvencycompliance in all material respects of such sections.

Appears in 7 contracts

Samples: Credit Agreement (Pca International Inc), Credit Agreement (United Dominion Realty Trust Inc), Credit Agreement (Pca International Inc)

ERISA. No Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical status Insolvent. The present value (within determined using actuarial and other assumptions which are reasonable in respect of the meaning benefits provided and the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 305 3(1) of ERISA) or does not, in Insolvencythe aggregate, exceed the assets under all such Plans allocable to such benefits.

Appears in 7 contracts

Samples: Credit Agreement (Cogentrix Energy Inc), Credit Agreement (Cogentrix Energy Inc), Credit Agreement (Security Capital Corp/De/)

ERISA. No Neither a Reportable Event nor a failure to satisfy the minimum funding requirements of Section 412 or 430 of the Code has occurred during the five six-year period prior to the date on which this representation is made or deemed made or is reasonably expected to occur with respect to any Single Employer Plan, no Plan is reasonably expected to be in “at risk” status within the meaning of Section 430 of the Code and each Plan (including, to the knowledge of the Loan Parties, a Multiemployer Plan or a multiemployer welfare plan maintained pursuant to a collective bargaining agreement) has complied in all respects with the applicable provisions of ERISA ERISA, the Code and the Codeconstituent documents of such Plan, exceptexcept in each of the foregoing cases for circumstances that, in each casethe aggregate, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred during such six-year period or is reasonably expected to occur (other than a termination described in Section 4041(b) of ERISA), and no Lien in favor of the PBGC or a Plan has arisen, arisen during such fivesix-year periodperiod or is reasonably expected to arise. The Except to the extent that any such excess could not reasonably be expected to have a Material Adverse Effect, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as . Except to the extent that such liability could not reasonably be expected to result in have a Material Adverse Effect. Neither , neither the Borrower Loan Parties nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and neither the Borrower nor any Commonly Controlled Entity Loan Parties would not become subject to any liability under ERISA if the Borrower a Loan Party or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. To the knowledge of the Loan Parties, except as no such Multiemployer Plan is in Reorganization, Insolvent or terminating or is reasonably expected to be in Reorganization, become Insolvent or be terminated or is, or is reasonably expected to be in endangered, seriously endangered or critical status, in each case within the meaning of Section 432 of the Code. Except to the extent that any such excess could not reasonably be expected to result have a Material Adverse Effect, the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the aggregate liabilities of the Loan Parties and each Commonly Controlled Entity for the provision of post-retirement benefits to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) do not, in the aggregate, exceed the total assets under all such Plans allocable to such benefits except as disclosed in the financial statements of the Loan Parties. Neither the Loan Parties nor any Commonly Controlled Entity has engaged in a prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code in connection with any Plan that would subject any Loan Party to liability under ERISA and/or Section 4975 of the Code that could reasonably be expected to have a Material Adverse Effect. No such Multiemployer There is no other circumstance which may give rise to a liability in relation to any Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvencythat could reasonably be expected to have a Material Adverse Effect.

Appears in 7 contracts

Samples: Credit Agreement (Cypress Environmental Partners, L.P.), Credit Agreement (Cypress Environmental Partners, L.P.), Credit Agreement (Cypress Energy Partners, L.P.)

ERISA. No (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisenarisen on the assets of the Borrower or any of its Restricted Subsidiaries, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither ; (iii) none of the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither ; (iv) none of the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such ; and (v) no Multiemployer Plan is in endangered Insolvent. (b) The Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or critical status (the Code with respect to any plan within the meaning of Section 305 3(3) of ERISAERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of the Borrower or in Insolvencyany of its Restricted Subsidiaries to pay money.

Appears in 6 contracts

Samples: Credit Agreement (Revlon Consumer Products Corp), Asset Based Revolving Credit Agreement (Revlon Consumer Products Corp), Asset Based Revolving Credit Agreement (Revlon Consumer Products Corp)

ERISA. No Except as set forth on Schedule 4.13, neither a material Reportable Event nor a failure by the Borrower or any Commonly Controlled Entity to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, whether or not waived has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. No Multiemployer Plan is, except as or is expected to be, in Reorganization, Insolvent, or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) that has resulted or could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered material liability to the Borrower or critical status (within the meaning of Section 305 of ERISA) or in Insolvencyany Commonly Controlled Entity.

Appears in 6 contracts

Samples: Credit Agreement (Cinemark Usa Inc /Tx), Credit Agreement (Cinemark Holdings, Inc.), Credit Agreement (Cinemark Usa Inc /Tx)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that except any such Reportable Event or failure failures to comply with the applicable provisions of ERISA or the Code that could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred under Section 4041(c) or Section 4042 of ERISA, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as benefits by an amount that could not reasonably be expected to result in have a Material Adverse Effect. Neither the Parent Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Parent Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA that could reasonably be expected to have a Material Adverse Effect if the Parent Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 6 contracts

Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP), Revolving Credit Agreement (Boardwalk Pipeline Partners, LP), Revolving Credit Agreement

ERISA. No Neither a Reportable Event nor a failure to satisfy the “minimum funding standards” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to each Plan (whether or not waived) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been ; (b) no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisenarisen and no determination has been made that a Plan is, or is expected to be, “at risk” (within the meaning of Section 430 of the Code or Section 303 of ERISA), during such five-year period. The ; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effect. Neither material amount; (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No ; and (e) no such Multiemployer Plan is in endangered “endangered” or critical “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or in InsolvencyReorganization or Insolvent, except where, in each of clauses (a) through (e), such event or condition, together with all other events or conditions, could not reasonably be expected to have a Material Adverse Effect.

Appears in 6 contracts

Samples: Credit Agreement (Avis Budget Group, Inc.), Incremental Facilities Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could Except as would not reasonably be expected to result in a Material Adverse Effect. : (a) During the five five-year period prior to the date on which this representation is made or deemed made, there has been no : (i) failure no ERISA Event has occurred, and, to make the best knowledge of the Borrower, no event or condition has occurred or exists as a required contribution result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrancePlan; or (ii) “unpaid minimum required contribution” or “no "accumulated funding deficiency” (," as such term is defined or otherwise set forth in Section 4971 302 of ERISA and Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA)Code, whether or not waived, except, in has occurred with respect to any Plan; (iii) each caseSingle Employer Plan and, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination best knowledge of a Single Employer the Borrower, each Multiemployer Plan has occurredbeen maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result (determined, in a material liability under ERISAeach case, and neither utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan. (c) Neither the Borrower, any of the Subsidiaries of the Borrower nor any Commonly Controlled Entity ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, could be reasonably expected to incur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower, any of the Subsidiaries of the Borrower nor any ERISA Affiliate would become subject to any withdrawal liability under ERISA if the Borrower, any of the Subsidiaries of the Borrower or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower, except as could not reasonably be expected to result in a Material Adverse Effect. No such any of the Subsidiaries of the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in endangered or critical status reorganization (within the meaning of Section 305 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Borrower, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject the Borrower, any of the Subsidiaries of the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower, any of the Subsidiaries of the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) Neither the Borrower, any Subsidiary of the Borrower nor any ERISA Affiliates has any material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406 or 407 of ERISA or in Insolvencyconnection with which a tax could be imposed pursuant to Section 4975 of the Code. The representation by the Borrower in the preceding sentence is made in reliance upon and subject to the accuracy of the Lenders' representation in Section 10.15 with respect to their source of funds and is subject, in the event that the source of the funds used by the Lenders in connection with this transaction is an insurance company's general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA, or the issuance of any other prohibited transaction exemption or similar relief, to the effect that assets in an insurance company's general asset account do not constitute assets of an "employee benefit plan" within the meaning of Section 3(3) of ERISA of a "plan" within the meaning of Section 4975(e)(1) of the Code.

Appears in 6 contracts

Samples: Credit Agreement (Autozone Inc), Credit Agreement (Autozone Inc), Credit Agreement (Autozone Inc)

ERISA. No Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) neither a Reportable Event nor an ERISA Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any applicable Plan that is not a Multiemployer Plan, and each such Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been (b) no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred other than pursuant to a standard termination under Title IV of ERISA, and no Lien in favor of the PBGC or a Single Employer Plan has arisenarisen on the assets of the Company and remains in force, during such five-year period. The , (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, is as reflected in the actuarial report of XxXxxxx & Xxxxxx prepared as of December 31, 2015 is accurate and such report fairly presents the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets funded status of such Single Employer Plan allocable to such accrued benefitson the basis set forth therein, except as could not reasonably be expected to result in a Material Adverse Effect. Neither (d) neither the Borrower Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower Company nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower Company or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No made and (e) no such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 6 contracts

Samples: Credit Agreement (Harsco Corp), Credit Agreement (Harsco Corp), Credit Agreement (Harsco Corp)

ERISA. No Neither a Reportable Event nor any failure to satisfy the minimum funding standards (within the meaning of Section 412 or 430 of the Code or Section 302 of ERISA), including any “accumulated funding deficiency,” whether or not waived, has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there There has been no (i) failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan nor a failure by any Loan Party or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan. There has been no determination that any Single Employer Plan that would result is or is expected to be in “at risk” status (within the imposition meaning of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical Insolvent or is expected to be in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or in Insolvency).

Appears in 6 contracts

Samples: Revolving Refinancing Amendment (Sba Communications Corp), 2018 Refinancing Amendment (Sba Communications Corp), Credit Agreement (Sba Communications Corp)

ERISA. No Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied in all respects with the applicable provisions of ERISA and the Code, except, in each case, except with respect to the extent that any such Reportable Event event or failure to comply with where the applicable provisions of ERISA or the Code liability which could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that be incurred would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan whose accrued benefits exceeded the assets thereof has occurred, and no Lien in favor of the PBGC or a Plan has arisen, and neither the Borrower nor any Commonly Controlled Entity has received a notice from the PBGC or a plan administrator of an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as benefits by an amount which if such Plan then terminated could not reasonably be expected to result in have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as which in any event could not reasonably be expected to result in have a Material Adverse Effect. No Neither the Borrower nor any Commonly Controlled Entity has received notice that any such Multiemployer Plan is in endangered Reorganization or critical status (within Insolvent, where the meaning of Section 305 of ERISA) or in Insolvencyliability resulting therefrom could reasonably be expected to have a Material Adverse Effect.

Appears in 6 contracts

Samples: Credit Agreement (Sprint Spectrum L P), Credit Agreement (Sprint Spectrum Finance Corp), Credit Agreement (Sprint Spectrum Finance Corp)

ERISA. No Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan other than a Multiemployer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to where the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code liability which could not be reasonably be expected to result in could have a Material Adverse Effect. During the five year period prior ; provided, however, that with respect to the date on which this any Multiemployer Plan, such representation is made or deemed made, there has been no (i) failure only to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 knowledge of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse EffectBorrower. No termination of a Single Employer Plan pursuant to Section 4041(c) or 4042 of ERISA has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior and to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAknowledge of the Borrower, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as made which liability could not be reasonably be expected to result in could have a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 5 contracts

Samples: Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp)

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. To the best knowledge of the Borrower, except, in each case, to the extent that any such (a) no Reportable Event or failure has occurred with respect to comply any Multiemployer Plan, and (b) each Multiemployer Plan has complied with the and been administered in all material respects with applicable provisions of ERISA or and the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year periodCode. The present value of all accrued benefits vested under each Single Employer Plan maintained by the Borrower or any Commonly Controlled Entity (based on those the assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed madeapplicable thereto, exceed the value of the assets of such Plan allocable to such accrued vested benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during for which there is any withdrawal liability. As of the five year period prior most recent valuation date applicable to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAany Multiemployer Plan, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all such Multiemployer Plans Plan. Neither the Borrower nor any Commonly Controlled Entity has received notice that any Multiemployer Plan is Insolvent or in Reorganization. To the best knowledge of the Borrower, no such Insolvency or Reorganization is reasonably likely to occur. Based upon GAAP existing as of the valuation date most closely preceding of this Agreement and current factual circumstances, the date on Borrower has no reason to believe that the annual cost during the term of this Agreement to the Borrower and all Commonly Controlled Entities for post-retirement benefits to be provided to the current and former employees of the Borrower and all Commonly Controlled Entities under Plans which this representation is made or deemed madeare welfare benefit plans (as defined in Section 3(1) of ERISA) will, except as could not reasonably be expected to result in the aggregate, have a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 5 contracts

Samples: Credit Agreement (Primeenergy Corp), Credit Agreement (Midcoast Energy Resources Inc), Credit Agreement (Primeenergy Corp)

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. (a) During the five five-year period prior to the date on which this representation is made or deemed made, there has been no : (i) failure no Termination Event has occurred, and, to make the best knowledge of the Credit Parties, no event or condition has occurred or exists as a required contribution result of which any Termination Event could reasonably be expected to occur, with respect to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrancePlan; or (ii) “unpaid minimum required contribution” or “no "accumulated funding deficiency” (," as such term is defined or otherwise set forth in Section 4971 302 of ERISA and Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA)Code, whether or not waived, except, in has occurred with respect to any Plan; (iii) each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurredbeen maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" under each all Single Employer Plan Plans (based on those determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plan) Plans), whether or not vested, did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the current value of the assets of all such Plan allocable to such accrued benefitsPlans. (c) Neither the Borrower, except as could not reasonably be expected to result in a Material Adverse Effect. Neither any of the Subsidiaries of the Borrower nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial incurred, or, to the best knowledge of the Credit Parties, could be reasonably expected to incur, any withdrawal from liability under ERISA to any Multiemployer Plan during or Multiple Employer Plan. Neither the five year period prior to Borrower, any of the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither Subsidiaries of the Borrower nor any Commonly Controlled Entity ERISA Affiliate would become subject to any withdrawal liability under ERISA if the Borrower, any of the Subsidiaries of the Borrower or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. Neither the Borrower, except as could not reasonably be expected to result in a Material Adverse Effect. No such any of the Subsidiaries of the Borrower nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in endangered or critical status reorganization (within the meaning of Section 305 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or in Insolvencybreach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject the Borrower, any of the Subsidiaries of the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower, any of the Subsidiaries of the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability.

Appears in 5 contracts

Samples: Credit Agreement (Personnel Group of America Inc), Credit Agreement (Personnel Group of America Inc), Credit Agreement (Personnel Group of America Inc)

ERISA. No Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred that could reasonably be expected to have a Material Adverse Effect, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except benefits by an amount that is material in relation to Consolidated Net Worth. Except as in the aggregate could not reasonably be expected to result in have a Material Adverse Effect. Neither , neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA that, in the aggregate, could reasonably be expected to result in a Material Adverse Effect if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as . No such Multiemployer Plan is in Reorganization or Insolvent under circumstances that could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 5 contracts

Samples: 364 Day Credit Agreement (Thermo Electron Corp), Credit Agreement (Thermo Electron Corp), 364 Day Credit Agreement (Thermo Electron Corp)

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could Except as would not reasonably be expected to result in a Material Adverse Effect. : (a) During the five five-year period prior to the date on which this representation is made or deemed made, there has been no : (i) failure no Termination Event has occurred, and, to make the best knowledge of the Credit Parties, no event or condition has occurred or exists as a required contribution result of which any Termination Event could reasonably be expected to occur, with respect to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrancePlan; or (ii) “unpaid minimum required contribution” or “no "accumulated funding deficiency” (," as such term is defined or otherwise set forth in Section 4971 302 of ERISA and Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA)Code, whether or not waived, except, in has occurred with respect to any Plan; (iii) each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurredbeen maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien lien in favor of or the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" under each Single Employer Plan (based on those determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plan) Plans), whether or not vested, did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued benefitsliabilities. (c) Neither the Borrower, except as could not nor any of its Subsidiaries nor any ERISA Affiliate has incurred, or, to the best knowledge of the Credit Parties, are reasonably be expected to result in a Material Adverse Effectincur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Borrower, nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower of its Subsidiaries nor any Commonly Controlled Entity would become subject to ERISA Affiliate has received any liability under ERISA if the Borrower or notification that any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status reorganization (within the meaning of Section 305 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject the Borrower or any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) The present value (determined using actuarial and other assumptions which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and its Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the Financial Statements in accordance with FAS 106. (f) Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) or to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in Insolvencycompliance in all material respects with such sections.

Appears in 5 contracts

Samples: Credit Agreement (Chattem Inc), Credit Agreement (Chattem Inc), Credit Agreement (Chattem Inc)

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made Except as would not result or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. : (a) During the five five-year period prior to the date on which this representation is made or deemed made, there has been no : (i) failure no Termination Event has occurred, and, to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 best knowledge of the Code Borrower, no event or Section 303 condition has occurred or 4068 exists as a result of ERISA, or the arising of such a Lien or encumbrancewhich any Termination Event would be reasonably expected to occur; or (ii) “unpaid minimum required contribution” or no “accumulated funding deficiency,(as such term is defined or otherwise set forth in Section 4971 302 of ERISA and Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA)Code, whether or not waived, except, in each case, has occurred with respect to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a any Single Employer Plan; (iii) each Plan has occurredbeen maintained, operated, and funded in material compliance with its terms and the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The aggregate actuarial present value of all accrued accumulated plan benefits under each of all Single Employer Plan Plans (based on those determined utilizing the assumptions used to fund such Planfor purposes of Statement of Financial Accounting Standards No. 35) did not, as of the last most recent valuation dates reflected in the Borrower’s annual valuation date for which a certified actuarial valuation report is available prior to financial statements contained in the date on which this representation is made or deemed madeBorrower’s most recent Form 10-K, exceed the aggregate fair market value of the assets of all such Plan allocable to such accrued benefitsSingle Employer Plans, except as could not disclosed in the Borrower’s financial statements. (c) Neither the Borrower nor any ERISA Affiliate has incurred, or, to the best knowledge of the Borrower, is reasonably be expected to result in a Material Adverse Effectincur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial withdrawal from received any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made notification that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status reorganization (within the meaning of Section 305 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA). (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or would be reasonably likely to subject the Borrower or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) The aggregate actuarial present value of all accumulated post-retirement benefit obligations of the Borrower and the ERISA Affiliates (determined utilizing the assumptions used for purposes of Statement of Financial Accounting Standards No. 106) under Plans which are welfare benefit plans (as defined in InsolvencySection 3(1) of ERISA), as of the most recent valuation dates reflected in the Borrower’s annual financial statements contained in the Borrower’s most recent form 10-K, are reflected on such financial statements in accordance with Statement of Financial Accounting Standards No. 106.

Appears in 5 contracts

Samples: Credit Agreement (Baker Hughes Inc), Credit Agreement (Baker Hughes Inc), 364 Day Credit Agreement (Baker Hughes Inc)

ERISA. No Except as would not reasonably be expected to have a Material Adverse Effect, (i) neither a Reportable Event nor a failure to satisfy the minimum funding standard (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan during such five-year period has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The period and (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefitsbenefits by a material amount. To the best of the Borrower’s knowledge, except as could not reasonably be expected to result in a Material Adverse Effect. Neither neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and to the best of the Borrower’s knowledge, neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not . No such Multiemployer Plan is in Reorganization or Insolvent which would reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 5 contracts

Samples: Credit Agreement (21st Century Oncology Holdings, Inc.), Credit Agreement (National Mentor Holdings, Inc.), Credit Agreement (National Mentor Holdings, Inc.)

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. (a) During the five five-year period prior to the date on which this representation is made or deemed made, there has been no : (i) failure no ERISA Event has occurred, and, to make the best knowledge of the Credit Parties, no event or condition has occurred or exists as a required contribution result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrancePlan; or (ii) “unpaid minimum required contribution” or no material “accumulated funding deficiency,(as such term is defined or otherwise set forth in Section 4971 302 of ERISA and Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA)Code, whether or not waived, except, in each case, has occurred with respect to any Plan; (iii) to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination best knowledge of a Single Employer the Credit Parties, each Plan has occurredbeen maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits “benefit liabilities” (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that (determined, in each case, utilizing the actuarial assumptions used in such Plan’s most recent actuarial valuation report), did not, by any material amount, exceed as of such valuation date the fair market value of the assets of such Plan. (c) Neither any Consolidated Party nor any ERISA Affiliate has resulted or incurred, or, to the best knowledge of the Credit Parties, could be reasonably be expected to result in a incur, any material withdrawal liability under ERISA, and neither the Borrower ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither any Consolidated Party nor any Commonly Controlled Entity ERISA Affiliate would become subject to any material withdrawal liability under ERISA if the Borrower any Consolidated Party or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Neither any Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in endangered or critical status reorganization (within the meaning of Section 305 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or in Insolvencybreach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any Consolidated Party or any ERISA Affiliate to any material liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) Neither any Consolidated Party nor any ERISA Affiliates has any material liability with respect to “expected post-retirement benefit obligations” within the meaning of the Financial Accounting Standards Board Statement 106.

Appears in 4 contracts

Samples: Credit Agreement (Lincare Holdings Inc), Credit Agreement (Lincare Holdings Inc), Credit Agreement (Lincare Holdings Inc)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any PlanSingle Employer Plan that could reasonably be expected to have a Material Adverse Effect, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, except to the extent that any such Reportable Event or the failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred (other than via a “standard termination” as defined in Section 4041(b) of ERISA), and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year periodperiod that could reasonably be expected to have a Material Adverse Effect. The excess, if any, of the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plan) did notSingle Employer Plans), as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed over the value of the assets of such Single Employer Plan allocable to such accrued benefits, except as benefits could not reasonably be expected to result in have a Material Adverse Effect. Neither the Borrower Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in have a material liability under ERISAMaterial Adverse Effect, and neither the Borrower Company nor any Commonly Controlled Entity would become subject to any liability under ERISA that could reasonably be expected to have a Material Adverse Effect if the Borrower Company or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. To the best knowledge of the Company, except no such Multiemployer Plan is in Reorganization or Insolvent. The excess, if any, of the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Company for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(l) of ERISA) over the assets under all such Plans allocable to such benefits could not reasonably be expected to result in have a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 4 contracts

Samples: Credit Agreement (Mastercard Inc), Credit Agreement (Mastercard Inc), Credit Agreement (Mastercard Inc)

ERISA. No (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been ; no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower ; neither Holdings nor any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could would reasonably be expected to result in a material liability under ERISA, and ; neither the Borrower Holdings nor any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower Holdings or any such Commonly Controlled Entity Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such ; and no Multiemployer Plan is in endangered Reorganization or critical status Insolvent. (b) Holdings and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 305 3(3) of ERISAERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings and its Restricted Subsidiaries) or (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in Insolvencya direct obligation of Holdings and its Restricted Subsidiaries to pay money.

Appears in 4 contracts

Samples: Credit Agreement (Wesco Aircraft Holdings, Inc), Credit Agreement (Wesco Aircraft Holdings, Inc), Credit Agreement (Wesco Aircraft Holdings, Inc)

ERISA. No (a) Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been ; (b) no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The ; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effect. Neither material amount; (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and (e) no such Multiemployer Plan is in Reorganization or Insolvent, except as where, in each of clauses (a) through (e), such event or condition, together with all other events or conditions, could not reasonably be expected to result in have a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 4 contracts

Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)

ERISA. No Neither a Reportable Event nor a failure to satisfy the “minimum funding standards” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to each Plan (whether or not waived) has occurred during the five year five‑year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been ; (b) no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisenarisen and no determination has been made that a Plan is, or is expected to be, “at risk” (within the meaning of Section 430 of the Code or Section 303 of ERISA), during such five-year period. The ; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effect. Neither material amount; (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No ; and (e) no such Multiemployer Plan is in endangered “endangered” or critical “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or in InsolvencyReorganization or Insolvent, except where, in each of clauses (a) through (e), such event or condition, together with all other events or conditions, could not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)

ERISA. No (a) Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied compiled in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, occurred and no Lien lien in favor of the PBGC or a Plan has arisen, arisen during such the five-year periodperiod prior to the date as of which this representation is made or deemed made. No other event or condition has occurred or exists with respect to any Plan that could reasonably be expected individually or in the aggregate to have a Material Adverse Effect. (b) The present value of all accrued benefits under each Single Employer Plan in which the Borrower or any Commonly Controlled Entity is a participant (based on those assumptions used to fund such Planthe Plans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except benefits by an amount in excess of ten percent (10%) of Consolidated Net Worth as could not reasonably be expected of the end of the most recent fiscal year of the Borrower for which financial statements have been delivered to result in a Material Adverse Effect. the Banks pursuant to this Agreement. (c) Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as in any such case which could not reasonably be expected individually or in the aggregate to result in have a Material Adverse Effect. No . (d) To the Borrower's knowledge, no such Multiemployer Plan is in endangered "reorganization" or critical status ("insolvent," within the meaning of such terms as used in ERISA. (e) The present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 305 3(1) of ERISA) or does not, in Insolvencythe aggregate, exceed the assets under all such Plans allocable to such benefits by an amount in excess of ten percent (10%) of the Borrower's consolidated net worth as of the end of the most recent fiscal year of the Borrower for which financial statements have been delivered to the Banks pursuant to this Agreement.

Appears in 4 contracts

Samples: Credit Agreement (Dover Downs Entertainment Inc), Credit Agreement (Dover Downs Entertainment Inc), Credit Agreement (Dover Downs Entertainment Inc)

ERISA. (a) No Reportable Event of Default described in Sections 8(g)(i), (ii), (vi) or (vii) has occurred during the five year period prior or is reasonably expected to the date on which this representation is made or deemed made occur with respect to any Single Employer Plan, and each Plan has complied is in compliance in all respects with the applicable provisions of ERISA and the CodeCode except where such Event of Default, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code non‑compliance could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred or is reasonably expected to occur, and no Lien against Holdings, the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen, during such five-year periodthe past five years. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effectbenefits by more than $25,000,000. Neither Holdings, the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a any material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical status Insolvent, or pursuant to Section 432(b) of the Code, in “endangered” or “critical” status. (within b) All Non‑U.S. Pension Plans have been established, operated, administered and maintained in compliance with all laws, regulations and orders applicable thereto except for such failures to comply, in the meaning of Section 305 of ERISA) aggregate for all such failures, that could not reasonably be expected to have a Material Adverse Effect. All premiums, contributions, and any other amounts required by applicable Non‑U.S. Pension Plan documents or applicable laws have been paid or accrued as required, except for premiums, contributions and amounts that, in Insolvencythe aggregate for all such obligations, could not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Alkermes Plc.), Credit Agreement (Alkermes Plc.), Credit Agreement (Alkermes Plc.)

ERISA. No Reportable Event has occurred Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect, during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan: (i) neither a Reportable Event nor a failure to satisfy the “minimum funding standards” (whether or not waived), within the meaning of Section 412 of the Code or Section 302 of ERISA has occurred, there has been no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan and no Lien in favor of the PBGC with respect to a Single Employer Plan or in favor of a Single Employer Plan has arisen; (ii) each Single Employer Plan has complied in all respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, ; (iii) there has been no (i) failure to make a required contribution to determination that any Single Employer Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISAis, or is expected to be, in “at risk” status (within the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B meaning of Title I IV of ERISA), whether ; (iv) neither the Borrower nor any Commonly Controlled Entity has received a notice from the PBGC to terminate any Single Employer Plan under Section 4041 of ERISA or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No trustee appointed for any Single Employer Plan under Section 4042 of ERISA; (v) no termination of a Single Employer Plan has occurred, occurred and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither ; (vi) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; (vii) no Multiemployer Plan to which the Borrower or any Commonly Controlled Entity contributes, except as could is obligated to contribute to, or in the preceding five years had an obligation to contribute to, is Insolvent or in endangered or critical status, within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA; and (viii) the Borrower is not and would not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer be subject to any liability with respect to any Single Employer Plan is in endangered or critical status under Title IV of ERISA (within the meaning of Section 305 of ERISA) or in Insolvencyother than premiums due and not delinquent).

Appears in 4 contracts

Samples: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)

ERISA. No Except as could not reasonably be expected to have a Material Adverse Effect, (i) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) or failure to satisfy the minimum funding standards of Section 412 of the Code has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Employee Benefit Plan during such five-year period has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The period and (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAMaterial Adverse Effect, and to the Borrower’s knowledge, neither the Borrower nor any Commonly Controlled Entity would could, except as could not reasonably be expected to result in a Material Adverse Effect, become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all any Multiemployer Plans Plan as of the valuation date most closely preceding the date on which this representation is made or deemed made. To the Borrower’s knowledge, except as (i) no such Multiemployer Plan is in Reorganization or Insolvent and (ii) no nonexempt prohibited transaction (within the meaning of Section 4795 of the Code or Section 406 of ERISA) has occurred with respect to a Plan which could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 4 contracts

Samples: Credit Agreement (Radiation Therapy Services Holdings, Inc.), Credit Agreement (Radiation Therapy Services Holdings, Inc.), Amendment Agreement (Radiation Therapy Services Holdings, Inc.)

ERISA. No Except where the liability, individually or in the aggregate, which could reasonably be expected to result has not had or could not reasonably be expected to have a Material Adverse Effect: (i) neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and ; (ii) each Plan (other than a Multiemployer Plan) has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been ; (iii) no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisenarisen and remains outstanding, during such five-year period. The ; (iv) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as benefits by an amount which could not reasonably be expected to result in have a Material Adverse Effect. Neither ; (v) none of the Borrower Credit Parties nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior Plan, and, to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAbest knowledge of the Credit Parties, and neither none of the Borrower Credit Parties nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower Credit Parties or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No ; (vi) no such Multiemployer Plan is in endangered Reorganization or critical status Insolvent; and (within vii) the meaning present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Credit Parties and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 305 3(1) of ERISA) or does not, in Insolvencythe aggregate, exceed the assets under all such Plans allocable to such benefits.

Appears in 4 contracts

Samples: Credit Agreement (Viasystems Inc), Credit Agreement (Allotech International Inc), Credit Agreement (Viasystems Inc)

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. (a) During the five five-year period prior to the date on which this representation is made or deemed made, there has been no : (i) failure no ERISA Event has occurred, and, to make the best knowledge of the Credit Parties, no event or condition has occurred or exists as a required contribution result of which any ERISA Event could reasonably be expected to occur, with respect to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrancePlan; or (ii) “unpaid minimum required contribution” or “no "accumulated funding deficiency” (," as such term is defined or otherwise set forth in Section 4971 302 of ERISA and Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA)Code, whether or not waived, except, in has occurred with respect to any Plan; (iii) each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurredbeen maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien lien in favor of the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (as defined in Section 4001(a)(16) of ERISA), whether or not vested, under each Single Employer Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that (determined, in each case, in accordance with Financial Accounting Standards Board Statement 87, utilizing the actuarial assumptions used in such Plan's most recent actuarial valuation report), did not exceed as of such valuation date the fair market value of the assets of such Plan. (c) Neither any Consolidated Party nor any ERISA Affiliate has resulted or incurred, or, to the best knowledge of the Credit Parties, could be reasonably be expected to result in a material incur, any withdrawal liability under ERISA, and neither the Borrower ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither any Consolidated Party nor any Commonly Controlled Entity ERISA Affiliate would become subject to any withdrawal liability under ERISA if the Borrower any Consolidated Party or any such Commonly Controlled Entity ERISA Affiliate were to withdraw completely from all Multiemployer Plans and Multiple Employer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Neither any Consolidated Party nor any ERISA Affiliate has received any notification that any Multiemployer Plan is in endangered or critical status reorganization (within the meaning of Section 305 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject any Consolidated Party or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which any Consolidated Party or any ERISA Affiliate has agreed or is required to indemnify any Person against any such liability. (e) Neither any Consolidated Party nor any ERISA Affiliates has any material liability with respect to "expected post-retirement benefit obligations" within the meaning of the Financial Accounting Standards Board Statement 106. Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in compliance in all material respects of such sections. (f) Neither the execution and delivery of this Credit Agreement nor the consummation of the financing transactions contemplated thereunder will involve any transaction which is subject to the prohibitions of Sections 404, 406 or 407 of ERISA or in Insolvencyconnection with which a tax could be imposed pursuant to Section 4975 of the Code. The representation by the Credit Parties in the preceding sentence is made in reliance upon and subject to the accuracy of the Lenders' representation in Section 11.15 with respect to their source of funds and is subject, in the event that the source of the funds used by the Lenders in connection with this transaction is an insurance company's general asset account, to the application of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35,925 (1995), compliance with the regulations issued under Section 401(c)(1)(A) of ERISA, or the issuance of any other prohibited transaction exemption or similar relief, to the effect that assets in an insurance company's general asset account do not constitute assets of an "employee benefit plan" within the meaning of Section 3(3) of ERISA of a "plan" within the meaning of Section 4975(e)(1) of the Code.

Appears in 4 contracts

Samples: Credit Agreement (Tractor Supply Co /De/), Credit Agreement (Cca Prison Realty Trust), Credit Agreement (Tractor Supply Co /De/)

ERISA. No Except in each case as could not reasonably be expected to result in a material liability to the Loan Parties, (a) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the all applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been (b) no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The , (c) the actuarial present value of all accrued benefits benefit liabilities under each Single Employer Plan (based on those assumptions that would be used to fund determine whether each such PlanSingle Employer Plan could be terminated in a standard termination under Section 4041(b) of ERISA) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither (d) neither the Borrower Borrower, any other Loan Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower Borrower, any other Loan Party nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity Person were to withdraw completely from all Multiemployer Plans as of the most recent valuation date most closely preceding for which each such Multiemployer Plan has furnished data regarding potential withdrawal liability to the date on which this representation is made or deemed madeapplicable Loan Party and (e) as of the Amended and Restated Effective Date, except as could not reasonably be expected to result in a Material Adverse Effect. No no such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 4 contracts

Samples: Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD)

ERISA. No (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after January 1, 2008 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the material applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisenarisen on the assets of Holdings, the Borrower or any of its Restricted Subsidiaries, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; (iii) none of Holdings, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could would reasonably be expected to result in a material liability under ERISA; (iv) none of Holdings, and neither the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made made; and (v) to the knowledge of Holdings, the Borrower or deemed madeany of its Restricted Subsidiaries, except as could not reasonably be expected to result in a Material Adverse Effect. No such no Multiemployer Plan is in endangered Reorganization or critical status Insolvent. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 305 3(2) of ERISAERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or in Insolvencyany of its Restricted Subsidiaries to pay money.

Appears in 4 contracts

Samples: Credit Agreement (Engility Holdings, Inc.), Credit Agreement (Engility Holdings, Inc.), Second Lien Credit Agreement (Engility Holdings, Inc.)

ERISA. No Except as, in the aggregate, does not or would not reasonably be expected to result in a Material Adverse Effect: neither a Reportable Event nor a failure to satisfy the minimum funding standard of Section 430 of the Code or Section 303 of ERISA, whether or not waived, with respect to a Plan has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been ; no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither ; neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior Plan; to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAknowledge of the Borrower after due inquiry, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; and to the knowledge of the Borrower after due inquiry, except as could not reasonably be expected to result in a Material Adverse Effect. No such no Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 4 contracts

Samples: Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp), Credit Agreement (Calpine Corp)

ERISA. No Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any PlanSingle Employer Plan or is reasonably expected to occur, and each Single Employer Plan has complied in all respects with the applicable provisions of ERISA and the CodeCode and the terms of such Plan, except, in each case, except with respect to the extent that any such Reportable Event event or failure to comply with where the applicable provisions of ERISA or the Code liability which could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that be incurred would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, and, except with respect to a Single Employer Plan where the liability which could reasonably be expected to be incurred would not have a Material Adverse Effect, neither the Borrower nor any Commonly Controlled Entity has (i) received a notice from the PBGC or a plan administrator of an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan, (ii) filed or provided a notice of intent to terminate or take any other action that could reasonably be expect to result in the termination of any Single Employer Plan other than in a standard termination within the meaning of Section 4041 of ERISA or (iii) incurred any liability under ERISA with respect to any Single Employer Plan described in Section 4063 of ERISA during such five-year period, and no such event, circumstance or condition is reasonably expected to occur. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as benefits by an amount which if such Plan then terminated could not reasonably be expected to result in have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as which in any event could not reasonably be expected to result in have a Material Adverse Effect. No Neither the Borrower nor any Commonly Controlled Entity has received notice that any such Multiemployer Plan is in endangered Reorganization, is Insolvent, or critical status (within is being terminated where the meaning of Section 305 of ERISA) or in Insolvencyliability resulting therefrom could reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Sprint Spectrum L P), Credit Agreement (Sprint Spectrum L P), Credit Agreement (Sprint Spectrum Finance Corp)

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make Neither the Company nor any ERISA Affiliate has engaged in a required contribution to any Plan that would result non-exempt prohibited transaction (as defined in the imposition of a Lien or other encumbrance or the provision of security under Section 430 4975 of the Code or Section 303 or 4068 406 of ERISA, or the arising of such a Lien or encumbrance; or ). (ii) “unpaid minimum required contribution” Except those items that would not, individually or in the aggregate, be material and adverse to the Company and its Subsidiaries taken as a whole, no Single-Employer Plan had an accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, as of the last day of the most recent fiscal year of such Plan ended prior to the extent that such event could not reasonably be expected date hereof and neither the Company nor any ERISA Affiliate is (A) required to result in a Material Adverse Effect. No termination of a Single give security to any Single-Employer Plan has occurredpursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, and no Lien or (B) subject to a lien in favor of the PBGC or such a Plan under Section 302(f) of ERISA. (iii) Except those items that would not, individually or in the aggregate, be material to the Company and its Subsidiaries taken as a whole, no liability under Sections 4062, 4063, 4064 OR 4069 of ERISA has arisenbeen or is expected by the Company to be incurred by the Company or any ERISA Affiliate with respect to any Single-Employer Plan and neither the Company nor any ERISA Affiliate has incurred or expects to incur any withdrawal liability with respect to any Plan which is a multiemployer plan (as defined in Section 4001(a)(3) of ERISA). (iv) Except those items that would not, during such five-year period. The present value of all accrued benefits individually or in the aggregate, be material to the Company and its Subsidiaries taken as a whole, under each Single Single-Employer Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available day of the most recent plan year ended prior to the date hereof, the actuarially determined present value of all benefit liabilities (as determined on which this representation is made or deemed made, the basis of the actuarial assumptions contained in the Plan's most recent actuarial valuation) did not exceed the fair market value of the assets asset of such Plan allocable by more than $1,000,000, and there has been no material change in the financial condition of the Plan since the last day of the most recent plan year. (v) Insofar as the representations and warranties of the Company and its ERISA Affiliates contained in clauses (i) and (ii) above relate to any Plan which is a multiemployer plan, such representations and warranties are made to the best knowledge of the Company and its ERISA Affiliates. As used in this Section, (A) "accumulated funding deficiency" shall have the meaning assigned to such accrued benefits, except as could not reasonably be expected to result term in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as Section 412 of the valuation date most closely preceding Code and Section 302 of ERISA; (ii) "multiemployer plan" and "plan year" shall have the date on which this representation is made or deemed made, except as could not reasonably be expected respective meanings assigned to result such terms in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status Section 3 of ERISA; (within C) "benefit liabilities" shall have the meaning of assigned to such term in Section 305 4001 of ERISA; (D) or "taxable period" shall have the meaning assigned to such term in InsolvencySection 4975 of the Code; and (E) "withdrawal liability" shall have the meaning assigned to such term in Part 1 of Subtitle E of Title IV of ERISA.

Appears in 4 contracts

Samples: Revolving Credit Agreement (Health Care Property Investors Inc), Revolving Credit Agreement (Health Care Property Investors Inc), Revolving Credit Agreement (Health Care Property Investors Inc)

ERISA. No (a) Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect: (i) neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) with respect to periods beginning on or after April 1, 2010 or an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisenarisen on the assets of the Borrower or any of its Restricted Subsidiaries, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither ; (iii) none of the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither ; (iv) none of the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such ; and (v) no Multiemployer Plan is in endangered Reorganization or critical status Insolvent. (b) The Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 305 3(3) of ERISAERISA which is subject to Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA that is maintained by a Commonly Controlled Entity (other than the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of the Borrower or in Insolvencyany of its Restricted Subsidiaries to pay money.

Appears in 4 contracts

Samples: Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp), Credit Agreement (Booz Allen Hamilton Holding Corp)

ERISA. No (a) Borrower shall not and shall not permit any Credit Party to engage in any transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by Agent of any of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). (b) Neither a Reportable Event nor a failure to satisfy the minimum funding requirements of Section 412 or 430 of the Code has occurred during the five six (6) year period prior to the date on which this representation is made or deemed made or is reasonably expected to occur with respect to any Single Employer Plan, and and, to the knowledge of the Credit Parties, each Plan (including a Multiemployer Plan or a multiemployer welfare plan maintained pursuant to a collective bargaining agreement) has complied in all respects with the applicable provisions of ERISA ERISA, the Code and the Codeconstituent documents of such Plan, exceptexcept for instances of non-compliance that, in each casethe aggregate, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred during such six-year period or is reasonably expected to occur (other than a termination described in Section 4041(b) of ERISA), and no Lien in favor of the PBGC or a Plan has arisen, arisen during such fivesix-year periodperiod or is reasonably expected to arise. The Except to the extent that any such excess could not reasonably be expected to have a Material Adverse Effect, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as . Except to the extent that such liability could not reasonably be expected to result in have a Material Adverse Effect. Neither , neither the Borrower Credit Parties nor any Commonly Controlled Entity has had have had, or could reasonably be expected to have, a complete or partial withdrawal from any Multiemployer Plan. To the knowledge of the Credit Parties, no such Multiemployer Plan during the five year period prior is in Reorganization, Insolvent or terminating or is reasonably expected to be in Reorganization, become Insolvent or be terminated. Except to the date on which this representation is made or deemed made extent that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as excess could not reasonably be expected to result have a Material Adverse Effect, the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Credit Parties and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA, but excluding welfare benefit plans in which their current or former collective bargaining employees participate) other than such liability disclosed in the financial statements of the Credit Parties does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits. Neither the Credit Parties nor any Commonly Controlled Entity has engaged in a prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code in connection with any Plan that would subject any Credit Party to liability under ERISA and/or Section 4975 of the Code that could reasonably be expected to have a Material Adverse Effect. No There is no other circumstance which may give rise to a liability in relation to any Plan that could reasonably be expected to have a Material Adverse Effect. (c) Borrower shall deliver to Agent such Multiemployer Plan certifications or other evidence from time to time throughout the term of the Loan, as reasonably requested by Agent in its sole discretion, that (i) no Credit Party is in endangered or critical status (maintains a “governmental plan” within the meaning of Section 305 3(32) of ERISA; (ii) no Credit Party is subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans; and (iii) one or more of the following circumstances is true: (A) Equity interests in each Credit Party are publicly offered securities, within the meaning of 29 C.F.R. §2510.3-101(b)(2); (B) Less than twenty-five percent (25%) of each outstanding class of equity interests in each Credit Party are held by “benefit plan investors” within the meaning of 29 C.F.R. §2510.3-101(f)(2); or (C) Each Credit Party qualifies as an “operating company” or a “real estate operating company” within the meaning of 29 C.F.R. §2510.3-101(c) or in Insolvency(e).

Appears in 4 contracts

Samples: Loan Agreement, Loan Agreement (Empire State Realty Trust, Inc.), Loan Agreement (Empire State Building Associates L.L.C.)

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied with the and been administered in all material respects in accordance with applicable provisions of ERISA and the Code. To the best knowledge of the Borrowers, except, in each case, to the extent that any such (a) no Reportable Event or failure has occurred with respect to comply any Multiemployer Plan, and (b) each Multiemployer Plan has complied with the and been administered in all material respects with applicable provisions of ERISA or and the Code. Each Plan satisfied the minimum funding requirements under ERISA and the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effectapplicable thereto. Neither the Borrower Borrowers nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during for which there is any withdrawal liability. As of the five year period prior most recent valuation date applicable to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAany Multiemployer Plan, and neither the Borrower Borrowers nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all such Multiemployer Plans as Plan. Neither any Borrower nor any Commonly Controlled Entity has received notice that any Multiemployer Plan is Insolvent or in Reorganization. To the best knowledge of the valuation date most closely preceding the date on Borrowers, no such Insolvency or Reorganization which this representation is made or deemed made, except as could not reasonably be expected to result have a Material Adverse Effect is likely to occur. Based upon GAAP existing as of the date of this Agreement and current factual circumstances, the Borrowers have no reason to believe that the annual cost during the term of this Agreement to the Borrowers and all Commonly Controlled Entities for post-retirement benefits to be provided to the current and former employees of the Borrowers and all Commonly Controlled Entities under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) will, in the aggregate, have a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 3 contracts

Samples: Credit Agreement (KCS Energy Inc), Credit Agreement (KCS Energy Inc), Credit Agreement (KCS Energy Inc)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan other than a Multiemployer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to where the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code liability could not be reasonably be expected to result in could have a Material Adverse Effect. During the five year period prior ; provided, however, that with respect to the date on which this any Multiemployer Plan, such representation is made or deemed made, there has been no (i) failure only to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 knowledge of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse EffectBorrower. No termination of a Single Employer Plan pursuant to Section 4041(c) or 4042 of ERISA has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior and to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAknowledge of the Borrower, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as made which liability could not be reasonably be expected to result in could have a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Boston Scientific Corp), Multi Year Revolving Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or Code except where failure to comply with the applicable provisions of ERISA or the Code could do so would cause a liability which would not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effectmaterial. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. To the knowledge of the Borrower after due inquiry, except as could not reasonably be expected to result in a Material Adverse Effect. No no such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 3 contracts

Samples: Credit Agreement (Protection One Alarm Monitoring Inc), Credit Agreement (Protection One Alarm Monitoring Inc), Credit Agreement (Protection One Alarm Monitoring Inc)

ERISA. No Reportable Event has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with satisfied the applicable provisions “minimum funding standard” and has had no “waived funding deficiency” (as such terms are defined in section 412 of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During and section 302 of ERISA) during the five five-year period prior to the date on which this representation is made or deemed made, there and each Plan has been no complied in all material respects with the applicable provisions of ERISA and the Code. No “prohibited transaction” (i) failure to make and the transactions contemplated by this Agreement, will not constitute, or indirectly result in, a required contribution to any Plan that would result in “prohibited transaction” within the imposition meaning of a Lien or other encumbrance or the provision of security under Section 430 section 4975 of the Code or Section 303 or 4068 section 406 of ERISA) has occurred, or is expected to occur, which has subjected, or could subject, the arising Mortgaged Properties, a Borrower, or any officer, director or employee of such a Lien Borrower, or encumbrance; Trustee of any Single Employer Plan, administrator or (ii) “unpaid minimum required contribution” other fiduciary to any tax or “accumulated funding deficiency” (as defined penalty on prohibited transactions imposed by either section 502 of ERISA or otherwise set forth in Section 4971 section 4975 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event any other liability with respect thereto except as could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the such Borrower or any such Commonly Controlled Entity were to withdraw partially or completely from any or all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 3 contracts

Samples: Credit Agreement (Cadiz Inc), Credit Agreement (Cadiz Inc), Credit Agreement (Cadiz Inc)

ERISA. No Reportable Event has occurred during During the five 5-year period prior to the date on which this representation is made or deemed to be made with respect to any PlanPlan (or, with respect to (vi) and each Plan (viii) below, as of the date such representation is made or deemed made), none of the following events or conditions, either individually or in the aggregate, has complied resulted or is reasonably likely to result in a liability to the Parent Borrower or any of its Subsidiaries which would reasonably be expected to have a Material Adverse Effect: (i) a Reportable Event; (ii) an “accumulated funding deficiency” or failure to satisfy “minimum funding standards” (in either case within the meaning of Section 412 of the Code or Section 302 of ERISA); (iii) any material non-compliance with the applicable provisions of ERISA and the Code, except, in each case, to the extent that ; (iv) any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no (other than a standard termination pursuant to Section 4041(b) of ERISA); (v) a Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value Plan; (vi) an excess of all accrued benefits under each a Single Employer Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed over the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had ; (vii) a complete or partial withdrawal from any Plan or Multiemployer Plan during by the five year period prior to Parent Borrower or any Commonly Controlled Entity; (viii) any liability of the date on which this representation is made Parent Borrower or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Parent Borrower or any such Commonly Controlled Entity were to withdraw completely from all Plans or Multiemployer Plans as of the annual valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such ; or (ix) the Reorganization or Insolvency of any Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyPlan.

Appears in 3 contracts

Samples: Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP), Credit Agreement (Domtar CORP)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any PlanSingle Employer Plan that could reasonably be expected to have a Material Adverse Effect, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, Code to the extent that any such Reportable Event or the failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred (other than via a “standard termination” as defined in Section 4041(b) of ERISA), and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year periodperiod that could reasonably be expected to have a Material Adverse Effect. The excess, if any, of the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plan) did notSingle Employer Plans), as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed over the value of the assets of such Single Employer Plan allocable to such accrued benefits, except as benefits could not reasonably be expected to result in have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in have a material liability under ERISAMaterial Adverse Effect, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA that could reasonably be expected to have a Material Adverse Effect if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. To the best knowledge of the Borrower, except no such Multiemployer Plan is in Reorganization or Insolvent. The excess, if any, of the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrower for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(l) of ERISA) over the assets under all such Plans allocable to such benefits could not reasonably be expected to result in have a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 3 contracts

Samples: Credit Agreement (Mastercard Inc), Credit Agreement (Mastercard Inc), Credit Agreement (Mastercard Inc)

ERISA. No (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been ; no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits; none of Holdings, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could would reasonably be expected to result in a material liability under ERISA; none of Holdings, and neither the Borrower nor or any Commonly Controlled Entity of its Restricted Subsidiaries would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity Restricted Subsidiary were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such ; and no Multiemployer Plan is in endangered Reorganization or critical status Insolvent nor has the PBGC or Holdings or any Commonly Controlled Entity or any Multiemployer Plan instituted proceedings or taken any other action during the five year period prior to the date on which this representation is made with respect to the withdrawal from, or the termination, Reorganization or Insolvency of, any Plan. (b) Holdings, the Borrower and its Restricted Subsidiaries have not incurred, and do not reasonably expect to incur, any liability under ERISA or the Code with respect to any plan within the meaning of Section 305 3(3) of ERISAERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Restricted Subsidiaries) (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in a direct obligation of Holdings, the Borrower or in Insolvencyany of its Restricted Subsidiaries to pay money.

Appears in 3 contracts

Samples: Credit Agreement (Allison Transmission Holdings Inc), Credit Agreement (Allison Transmission Holdings Inc), Credit Agreement (Allison Transmission Holdings Inc)

ERISA. To the knowledge of Borrower, each Plan is in compliance in all material respects with its terms and all applicable provisions of ERISA. No Reportable Event Prohibited Transaction has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any PlanPlan that could subject Borrower, and each Plan has complied with any of its Subsidiaries, General Partner or any ERISA Affiliate to a tax or penalty imposed under Section 4975 of the applicable provisions Code or Section 502(i) of ERISA and the Code, except, in each case, to the extent an amount that any such Reportable Event or failure to comply with the applicable provisions is in excess of ERISA or the Code could $250,000; except as would not reasonably be expected to likely result in a Material Adverse Effect. During Change, no Reportable Event has occurred with respect to any Plan within the last six (6) years; except as would not likely result in a Material Adverse Change, no notice of intent to terminate a Plan has been filed nor has any Plan been terminated within the past five year period prior (5) years; except as would not likely result in a Material Adverse Change, no Multiemployer Plan has been determined to the date on which this representation is made be in “endangered status” or deemed made“critical status”; except as would not likely result in a Material Adverse Change, none of Borrower, its Subsidiaries, General Partner or ERISA Affiliate has partially or completely withdrawn from a Multiemployer Plan or incurred any liablity with respect to a Multiemployer Plan under Section 4201 of ERISA (or received notice under Section 4219 of ERISA of withdrawal liability with respect to Multiemployer Plan); except as would not likely result in a Material Adverse Change, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition filing of a Lien notice of reorganization, insolvency or other encumbrance termination, or treatment of a plan amendment as termination, under 4041A of ERISA; to the provision knowledge of security Borrower, there are no circumstances which constitute grounds under Section 430 4042 of ERISA entitling the Code or Section 303 or 4068 of ERISAPBGC to institute proceedings to terminate, or appoint a trustee to administer, a Plan, nor has the arising of PBGC instituted any such a Lien or encumbranceproceedings; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (except as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or would not waived, except, in each case, to the extent that such event could not reasonably be expected to likely result in a Material Adverse Effect. No termination Change, Borrower, its Subsidiaries, General Partner and the ERISA Affiliates have met the minimum funding requirements of a Single Employer Plan has occurred, and no Lien in favor Section 412 of the PBGC Code and Section 302 of ERISA of each with respect to the Plans of each and except as disclosed in the most recent General Partner’s Consolidated Financial Statements there was no Unfunded Current Liability with respect to any Plan established or a Plan has arisen, during such five-year period. The present value of all accrued benefits under maintained by each Single Employer Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value day of the assets most recent plan year of such Plan allocable to such accrued benefits, each Plan; and except as could would not reasonably be expected to likely result in a Material Adverse Effect. Neither Change, Borrower, its Subsidiaries, General Partner and the Borrower nor ERISA Affiliates have not incurred any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior liability to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability PBGC under ERISA if (other than for the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as payment of premiums under Section 4007 of ERISA) which is due and payable for more than 45 days and has not been reserved against. None of the valuation date most closely preceding assets of Borrower its Subsidiaries or General Partner under this Agreement constitute “plan assets” of any “employee benefit plan” within the date on which this representation is made meaning of ERISA or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (of any “plan” within the meaning of Section 305 4975(e)(1) of ERISA) the Code, as interpreted by the Internal Revenue Service and the U.S. Department of Labor in rules, regulations, releases or in Insolvencybulletins or as interpreted under applicable case law.

Appears in 3 contracts

Samples: Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties), Credit Agreement (JBG SMITH Properties)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred that is a distress termination under Section 41041 of ERISA, a termination at the instigation of the PBGC or has resulted in, or could reasonably be likely to result in, a material liability to the Company, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. To the Borrower’s knowledge, except as could not reasonably be expected to result in a Material Adverse Effect. No no such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 3 contracts

Samples: Credit Agreement (Fair Isaac Corp), Credit Agreement (Fair Isaac Corp), Credit Agreement (Fair Isaac Corp)

ERISA. No Reportable Event has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with satisfied the applicable provisions “minimum funding standard” and has had no “waived funding deficiency” (as such terms are defined in section 412 of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During and section 302 of ERISA) during the five five-year period prior to the date on which this representation is made or deemed made, there and each Plan has been no complied in all material respects with the applicable provisions of ERISA and the Code. No “prohibited transaction” (i) failure to make and the transactions contemplated by this Agreement, will not constitute, or indirectly result in, a required contribution to any Plan that would result in “prohibited transaction” within the imposition meaning of a Lien or other encumbrance or the provision of security under Section 430 section 4975 of the Code or Section 303 or 4068 section 406 of ERISA) has occurred, or is expected to occur, which has subjected, or could subject, the arising Mortgaged Properties, Borrower, or any officer, director or employee of such a Lien the Borrower, or encumbrance; Trustee of any Single Employer Plan, administrator or (ii) “unpaid minimum required contribution” other fiduciary to any tax or “accumulated funding deficiency” (as defined penalty on prohibited transactions imposed by either section 502 of ERISA or otherwise set forth in Section 4971 section 4975 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effectany other liability with respect thereto. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw partially or completely from any or all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 3 contracts

Samples: Credit Agreement (Cadiz Inc), Credit Agreement (Cadiz Inc), Credit Agreement (Cadiz Inc)

ERISA. No Neither a Reportable Event nor a failure to satisfy the minimum funding standard applicable to any Plan for any plan year (as described in Section 412 of the Code or Section 302 of ERISA, whether or not waived) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, exceptexcept where, individually or in each casethe aggregate, to the extent that any such Reportable Event occurrence or failure to comply with the applicable provisions of ERISA or the Code non-compliance has not resulted and could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior material liability to the date on which this representation is made or deemed made, there has been no (i) failure to make Group Members taken as a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effectwhole. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period, except where, individually or in the aggregate, such termination or Lien has not resulted and could not reasonably be expected to result in a material liability to the Group Members taken as a whole. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither Holdings nor the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither Holdings nor the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if Holdings, the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 3 contracts

Samples: Credit Agreement (Trean Insurance Group, Inc.), Credit Agreement (Trean Insurance Group, Inc.), Credit Agreement (Trean Insurance Group, Inc.)

ERISA. No Reportable Event (i) To Seller’s knowledge, neither Seller nor Manager nor any of their respective ERISA Affiliates has established, maintained or contributed (in connection with the Property or Manager’s employees working at the Property) to any Employee Benefit Plan (a) subject to Code Section 412, Section 302 of ERISA, or Title IV of ERISA, (b) that is a multiemployer plan within the meaning of Section 3(37) or Section 4001(a)(3) of ERISA, (c) that is a multiple employer plan within the meaning of Code Section 413(c), (d) that is a “multiple employer welfare arrangement” within the meaning of Section 3(40) of ERISA. (ii) Within five (5) Business Days following the Effective Date, Seller shall cause Manager to provide Purchaser with complete copies of each Employee Benefit Plan, trusts, funding arrangements, any amendments thereto, the most recent summary plan descriptions and summary of material modifications, the most recent funding and critical status notices, and actuarial reports for the past two years. (iii) Seller is not an Employee Benefit Plan and none of Seller’s assets are plan assets as defined or determined under ERISA. (iv) Neither the Seller, nor to Seller’s knowledge, the Manager, nor any of their respective ERISA Affiliates has made any plan or commitment since January 1, 2015 to create any additional Employee Benefit Plan or modify or change any existing Employee Benefit Plan that would increase the benefits provided to any Hotel Employee or former Hotel Employee except as required by law. (v) To Seller’s knowledge, each Employee Benefit Plan intended to be qualified under Code Section 401(a) has received a favorable determination or opinion letter from the IRS as to its qualification under the Code that has not been revoked and provides that any related trust is qualified under Code Section 501(a), and such letter(s) have been provided by the Manager. To Seller’s Knowledge, no event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each such Qualified Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material adversely affect the qualification of such Qualified Plan or exemption of the related trust. (vi) To Seller’s knowledge, no event has occurred and no condition exists with respect to any Employee Benefit Plan that would subject the Purchaser to any tax, fine, lien, penalty or other liability imposed under ERISA, the Code or other applicable laws. (vii) To Seller’s Knowledge, each Employee Benefit Plan has been operated and neither administered in all material respects by Manager in compliance with its terms and all applicable laws. To Seller’s Knowledge, there are no pending or threatened claims against, by or on behalf of any Employee Benefit Plans (other than routine claims for benefits under the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or terms of any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans benefit plan). (viii) To Seller’s Knowledge, no Employee Benefit Plan provides for welfare benefits after termination of employment except as required by COBRA and at the expense of the valuation date most closely preceding the date on which this representation is made participant or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvencybeneficiaries.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (Condor Hospitality Trust, Inc.), Purchase and Sale Agreement (Condor Hospitality Trust, Inc.), Purchase and Sale Agreement (Condor Hospitality Trust, Inc.)

ERISA. No Reportable Event has occurred during the prior five year period prior to the date on which this representation is made or deemed made years with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the prior five year period prior to the date on which this representation is made or deemed madeyears, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien an Adverse Claim or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrancean Adverse Claim; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien Adverse Claim in favor of the PBGC or a Plan has arisen, during such the prior five-year periodyears. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower any PG&E Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the prior five year period prior to the date on which this representation is made or deemed made years that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower any PG&E Party nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower any PG&E Party or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 3 contracts

Samples: Receivables Financing Agreement (PG&E Corp), Purchase and Sale Agreement (PG&E Corp), Purchase and Sale Agreement (PG&E Corp)

ERISA. No (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been ; no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanSingle Employer Plans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; none of the Parent, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity of its Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could would reasonably be expected to result in a material liability under ERISAERISA and, to the knowledge of the Parent and the Borrower, no Multiemployer Plan is in Reorganization or Insolvent. (b) the Parent, the Borrower and its Restricted Subsidiaries have not incurred, and neither the Borrower nor any Commonly Controlled Entity would become subject do not reasonably expect to incur, any liability under ERISA if or the Borrower or Code with respect to any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (plan within the meaning of Section 305 3(3) of ERISAERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than the Parent, the Borrower and its Restricted Subsidiaries) or (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in Insolvencya direct obligation of the Parent, the Borrower and its Restricted Subsidiaries to pay money.

Appears in 3 contracts

Samples: Credit Agreement (Yankee Holding Corp.), Credit Agreement (Yankee Finance, Inc.), Credit Agreement (Yankee Holding Corp.)

ERISA. (a) No Reportable Event of Default described in Sections 8(g)(i), (ii), (vi) or (vii) has occurred during the five year period prior or is reasonably expected to the date on which this representation is made or deemed made occur with respect to any Single Employer Plan, and each Plan has complied is in compliance in all respects with the applicable provisions of ERISA and the CodeCode except where such Event of Default, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code non-compliance could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred or is reasonably expected to occur, and no Lien against Holdings, the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen, during such five-year periodthe past five years. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effectbenefits by more than $25,000,000. Neither Holdings, the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a any material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical status Insolvent, or pursuant to Section 432(b) of the Code, in “endangered” or “critical” status. (within b) All Non-U.S. Pension Plans have been established, operated, administered and maintained in compliance with all laws, regulations and orders applicable thereto except for such failures to comply, in the meaning of Section 305 of ERISA) aggregate for all such failures, that could not reasonably be expected to have a Material Adverse Effect. All premiums, contributions, and any other amounts required by applicable Non-U.S. Pension Plan documents or applicable laws have been paid or accrued as required, except for premiums, contributions and amounts that, in Insolvencythe aggregate for all such obligations, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: First Lien Credit Agreement (Alkermes Plc.), Second Lien Term Loan Credit Agreement (Alkermes Plc.), First Lien Term Loan Credit Agreement (Alkermes Plc.)

ERISA. No Neither a Reportable Event nor a failure to satisfy the “minimum funding standards” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to each Plan (whether or not waived) has occurred during the five year five‑year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been ; (b) no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisenarisen and no determination has been made that a Plan is, or is expected to be, “at risk” (within the meaning of Section 430 of the Code or Section 303 of ERISA), during such five-year period. The ; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effect. Neither material amount; (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No ; and (e) no such Multiemployer Plan is in endangered “endangered” or critical “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or Insolvent, except where, in Insolvencyeach of clauses (a) through (e), such event or condition, together with all other events or conditions, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)

ERISA. No Reportable Event has occurred during Except as a result of the five year period prior to the date Chapter 11 Events and Circumstances: (a) Except as set forth on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no Schedule 5.13(a): (i) failure to make neither a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or Reportable Event nor an “accumulated funding deficiency” (as defined or otherwise set forth in within the meaning of Section 4971 412 of the Code or Part 3 of Subtitle B of Title I Section 302 of ERISA), whether or not waived, except, in each case, ) has occurred during the five-year period prior to the extent that such event could not reasonably be expected Closing Date with respect to result in a Material Adverse Effect. No any Plan; (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The ; (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed madeClosing Date, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effect. Neither material amount; and (iv) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability liabilities under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected expected, individually or in the aggregate, to result in have a Material Adverse Effect. No To the knowledge of the Loan Parties, no such Multiemployer Plan is in endangered Reorganization or critical status Insolvent. (b) Favorable determination or opinion letters have been received prior to the Closing Date from the Internal Revenue Service with respect to each Plan which at such time is intended to comply with the provisions of Section 401(a) of the Code. Prior to the Closing Date, the ESOP received a favorable determination letter from the IRS that the ESOP is tax-qualified and tax exempt under Sections 401(a) and 501(a), respectively, of the Code and that the ESOP Component is an “employee stock ownership plan”, within the meaning of Section 305 4975(e)(7) of the Code. To the knowledge of Holdings and the Borrower, as of the Closing Date each Plan (including, without limitation, the ESOP) complies in form and in operation with the requirements of Section 401(a) of the Code, the relevant provisions of ERISA, and any other applicable Laws, rules, and regulations required as of the date of this Agreement; provided, however, that to the extent that the Internal Revenue Service requires amendment of the ESOP as a condition for the issuance of a future favorable determination letter, the Borrower will cause the ESOP to be timely amended accordingly. (c) To the knowledge of the Loan Parties, as of the Closing Date, no Group Member nor any Commonly Controlled Entity, nor any trustee, administrator, or fiduciary of any of the Plans, has (i) engaged in a “prohibited transaction,” as that term is defined in Section 4975 of the Code or Section 406 of ERISA, which could directly or indirectly subject the applicable Plan or trust or Holdings, the Borrower or any Commonly Controlled Entity to any liability for a Tax or penalty imposed by Section 4975 of the Code or Section 502(i) of ERISA, or (ii) committed a breach of its fiduciary duties (as defined in Section 404 of ERISA) which could directly or indirectly subject the applicable Plan or trust or Holdings, the Borrower, or any Commonly Controlled Entity to any liability under Section 502 of ERISA. (d) As of the Closing Date, the execution and performance of this Agreement and the consummation of the transactions contemplated by this Agreement do not (i) involve a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code for which there is no exemption under Section 408 of ERISA or Section 4975 of the Code, respectively; (ii) constitute a violation of the fiduciary responsibility standards imposed by Section 404 of ERISA; or (iii) adversely affect the qualified status of the ESOP under Sections 401(a) or 4975(e)(7) of the Code. (e) (i) As of the Closing Date, the ESOP Component is an “employee stock ownership plan” within the meaning of Section 4975(e)(7) of the Code and the ESOP is qualified under Section 401(a) of the Code; (ii) the ESOP has been duly established in Insolvencyaccordance with and under applicable Law and the ESOP’s trust is a tax-exempt trust under Section 501(a) of the Code; (iii) the terms of the ESOP Documentation comply with the applicable provisions of Title I of ERISA and (iv) the shares of Capital Stock held by the ESOP Trust are “employer securities” within the meaning of Section 409(1) of the Code. (f) As of the Closing Date, Appvion Canada does not contribute to any defined benefit pension plan.

Appears in 3 contracts

Samples: Superpriority Senior Debtor in Possession Credit Agreement (Paperweight Development Corp), Credit Agreement (Paperweight Development Corp), Dip Facility Agreement

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, exceptExcept as, in each casethe aggregate, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could would not reasonably be expected to result in have a Material Adverse Effect. During : (a) during the five five-year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution no Reportable Event or non-exempt Prohibited Transaction has occurred with respect to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrancePlan; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No no termination of a Single Employer Plan has occurred, occurred with respect to which the liability remains unsatisfied and no Lien in favor of the PBGC or a Plan has arisen; (iii) there has been no failure to meet the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA) with respect to any Single Employer Plan; and (iv) there has been no filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Single Employer Plan, during such five-year period. The no failure to make, by its due date, a required installment under Section 430(j) of the Code with respect to any Single Employer Plan, or failure by the Company or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan; (b) the Company, each of its Significant Subsidiaries and each Commonly Controlled Entity is in compliance in all respects with the applicable provisions of ERISA and the Code relating to Plans; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanSingle Employer Plans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefitsbenefits and there has been no determination that any Single Employer Plan is, except as could not reasonably be or is expected to result be, in “at risk” status (within the meaning of Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA); (d) neither the Company nor any Commonly Controlled Entity has received from the PBGC or a Material Adverse Effect. Neither plan administrator any notice relating to an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan under Section 4042 of ERISA; (e) neither the Borrower Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could would reasonably be expected to result in a material any liability under Section 4201 of ERISA, and ; (f) neither the Borrower Company nor any Commonly Controlled Entity would become subject to has received any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as notice of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such determination that a Multiemployer Plan is Insolvent or in endangered “endangered” or critical “critical” status (within the meaning of Section 305 432(b) of the Code or Section 305(b) of ERISA); and (g) with respect to each Foreign Plan, there has been no failure (i) to make or, if applicable, accrue in accordance with normal accounting practices, any employer or in Insolvencyemployee contributions required by applicable law or by the terms of such Foreign Plan; (ii) to register, or loss of good standing, with applicable regulatory authorities of any such Foreign Plan required to be registered; or (iii) of any Foreign Plan to comply with any material provisions of applicable law and regulations or with the material terms of such Foreign Plan.

Appears in 3 contracts

Samples: Credit Agreement (Lazard LTD), Credit Agreement (Lazard LTD), Credit Agreement (Lazard Group LLC)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and, to the knowledge and belief of the Borrower, each Plan has complied in all material respects with the applicable provisions of ERISA and the CodeCode except where non-compliance, excepteither singly or in the aggregate, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as benefits by an amount that could not reasonably be expected to result in have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability or loss under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability or loss under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as in any case where, either singly or in the aggregate, the aggregate amount of loss or liability could not reasonably be expected to result in have a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 3 contracts

Samples: Credit Agreement (Nicor Inc), Credit Agreement (Agl Resources Inc), Credit Agreement (Northern Illinois Gas Co /Il/ /New/)

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ERISA. No Reportable Event has occurred during During the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and (A) each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, Code and no Single Employer Plan has failed to satisfy the extent that any such Reportable Event or failure to comply with minimum funding standards (within the applicable provisions meaning of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 412 of the Code or Section 303 or 4068 302 of ERISA) applicable to such Single Employer Plan and (B) except as would not, individually or in the arising of such aggregate, reasonably be expected to have a Lien or encumbrance; or Material Adverse Effect, (iii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA)a no Reportable Event with respect to a Single Employer Plan, whether or not waivedwaived has occurred, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No (ii) no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The (iii) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefitsbenefits by a material amount (determined in both cases using the assumptions applicable thereto promulgated under Section 430 of the Code), except as could not reasonably be expected to result in a Material Adverse Effect. Neither (iv) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could would reasonably be expected to result in a material liability under ERISA, and (v) neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No made and (vi) no such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 3 contracts

Samples: Credit Agreement (Forrester Research, Inc.), Credit Agreement (Forrester Research, Inc.), Credit Agreement (Forrester Research, Inc.)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and, to the knowledge and belief of Holdings and the Borrower, each Plan has complied in all material respects with the applicable provisions of ERISA and the CodeCode except where non-compliance, excepteither singly or in the aggregate, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as benefits by an amount that could not reasonably be expected to result in have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability or loss under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability or loss under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as in any case where, either singly or in the aggregate, the aggregate amount of loss or liability could not reasonably be expected to result in have a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 3 contracts

Samples: Credit Agreement (Agl Resources Inc), Credit Agreement (Agl Resources Inc), Credit Agreement (Agl Resources Inc)

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (ii)(i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (iiii)(ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 2 contracts

Samples: Credit Agreement (PACIFIC GAS & ELECTRIC Co), Credit Agreement (PACIFIC GAS & ELECTRIC Co)

ERISA. No Reportable Event has occurred during the prior five year period prior to the date on which this representation is made or deemed made years with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the prior five year period prior to the date on which this representation is made or deemed madeyears, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien an Adverse Claim or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrancean Adverse Claim; or (ii) "unpaid minimum required contribution" or "accumulated funding deficiency" (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien Adverse Claim in favor of the PBGC or a Plan has arisen, during such the prior five-year periodyears. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower any PG&E Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the prior five year period prior to the date on which this representation is made or deemed made years that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower any PG&E Party nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower any PG&E Party or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 2 contracts

Samples: Receivables Financing Agreement (PACIFIC GAS & ELECTRIC Co), Receivables Financing Agreement (PACIFIC GAS & ELECTRIC Co)

ERISA. No Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower any Loan Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower any Loan Party nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower any Loan Party or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical status Insolvent. Notwithstanding the foregoing, the representations and warranties contained in this Section 5.13 are qualified such (within i) that to the meaning extent that any such representation or warranty applies to a Multiemployer Plan, such representation or warranty shall be deemed to be to the knowledge of Section 305 Holdings or any Loan Party and (ii) a breach or failure to comply with such representation or warranty shall not be treated as such unless the circumstances of ERISA) such breach or failure have resulted in Insolvencyor could reasonably be expected to have, in the aggregate, a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Aveta Inc), Credit Agreement (Aveta Inc)

ERISA. No Neither a Reportable Event nor a failure to satisfy the “minimum funding standards” (whether or not waived), within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and during such five-year period, there has been no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan and no Lien in favor of the PBGC with respect to Plan or in favor of a Plan has arisen. Except as, in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (i) each Plan has complied in all respects with the applicable provisions of ERISA and the Code, except, in ; (ii) each case, Plan that is subject to the extent that any such Reportable Event or failure to comply with the applicable provisions Title IV of ERISA has satisfied the minimum funding standards (within the meaning of Section 412 or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 302 of ERISA) applicable to such Plan, and there has been no determination that any such Plan is, or is expected to be, in “at risk” status (within the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B meaning of Title I IV of ERISA), whether ; (iii) neither the Borrower nor any Commonly Controlled Entity has received a notice from the PBGC to terminate any Plan under Section 4041 of ERISA or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No trustee appointed for any Plan under Section 4042 of ERISA; (iv) no termination of a Single Employer Plan has occurred, occurred and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither ; (v) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; (vi) no Multiemployer Plan to which the Borrower or any Commonly Controlled Entity contributes, except as is obligated to contribute to, or in the preceding five years had an obligation to contribute to, is Insolvent or in endangered or critical status, within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA; and (vii) the Borrower is not and could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvencybe subject to any liability with respect to any Plan.

Appears in 2 contracts

Samples: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)

ERISA. No Neither a Reportable Event nor any failure to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA), including any “accumulated funding deficiency,” whether or not waived, has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there There has been no (i) failure to make by its due date a required installment under Section 412(m) of the Code with respect to any Single Employer Plan nor a failure by any Loan Party or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan. There has been no determination that any Single Employer Plan that would result is or is expected to be in “at risk” status (within the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B meaning of Title I IV of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or is expected to be in endangered or critical status (within the meaning of Section 432 of the Code or Section 305 or Title IV of ERISA) or in Insolvency).

Appears in 2 contracts

Samples: Credit Agreement (Sba Communications Corp), Credit Agreement (Sba Communications Corp)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The Except to the extent that the underfunding associated therewith does not, in the aggregate, exceed $7,500,000, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could . No such Multiemployer Plan is in Reorganization or Insolvent. Neither the Borrower nor any of its Subsidiaries has any liability with respect to any employee benefit plan that is not subject to the laws of the United States or a political subdivision thereof that would reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 2 contracts

Samples: Credit Agreement (Del Pharmaceuticals, Inc.), Credit Agreement (Del Laboratories Inc)

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made Except as would not have or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not be reasonably be expected to result in have a Material Adverse Effect. : (a) During the five five-year period prior to the date on which this representation is made or deemed made, there has been no : (i) failure no Termination Event has occurred, and, to make the best knowledge of the Credit Parties, no event or condition has occurred or exists as a required contribution result of which any Termination Event could reasonably be expected to occur, with respect to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrancePlan; or (ii) “unpaid minimum required contribution” or “no "accumulated funding deficiency” (," as such term is defined or otherwise set forth in Section 4971 302 of ERISA and Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA)Code, whether or not waived, except, in has occurred with respect to any Plan; (iii) each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurredbeen maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien lien in favor of or the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" (within the meaning of Section 4001 of ERISA) under each Single Employer Plan (based on those determined utilizing the actuarial assumptions used to fund such Plan) Plans), whether or not vested, did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the fair market current value as of such date of the assets of such Plan allocable to such accrued benefitsliabilities. (c) Neither a Credit Party, except as could not nor any of its Subsidiaries, nor any ERISA Affiliate has incurred, or, to the best knowledge of the Credit Parties, are reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor incur, any Commonly Controlled Entity has had a complete or partial withdrawal from liability under ERISA to any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in Multiple Employer Plan. Neither a material liability under ERISACredit Party, and neither the Borrower nor any Commonly Controlled Entity would become subject to of its Subsidiaries, nor any liability under ERISA if the Borrower or Affiliate has received any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such notification that any Multiemployer Plan is in endangered or critical status reorganization (within the meaning of Section 305 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or is reasonably likely to subject a Credit Party or any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which a Credit Party or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) The present value (determined using actuarial and other assumptions which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Credit Parties and their Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the Financial Statements in accordance with FASB 106. (f) Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) or to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in Insolvencycompliance in all material respects with such sections.

Appears in 2 contracts

Samples: Credit Agreement (Knoll Inc), Credit Agreement (Knoll Inc)

ERISA. No Neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 302 of ERISA), whether or not waived, has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan other than a Multiemployer Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to where the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code liability could not be reasonably be expected to result in a Material Adverse Effect. During the five year period prior ; provided, however, that with respect to the date on which this any Multiemployer Plan, such representation is made or deemed made, there has been no (i) failure only to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 knowledge of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse EffectBorrower. No termination of a Single Employer Plan pursuant to Section 4041(c) or 4042 of ERISA has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each There has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (based on those assumptions used to fund such Plan) did not, as within the meaning of Section 430 of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made Code or deemed made, exceed the value Section 303 of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse EffectERISA). Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior and to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAknowledge of the Borrower, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as made which liability could not be reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization, Insolvent or critical in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or in Insolvency).

Appears in 2 contracts

Samples: Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that except any such Reportable Event or failure failures to comply with the applicable provisions of ERISA or the Code that could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred under Section 4041(c) or Section 4042 of ERISA, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as benefits by an amount that could not reasonably be expected to result in have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA that could reasonably be expected to have a Material Adverse Effect if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Boardwalk Pipeline Partners, LP), Revolving Credit Agreement (Boardwalk Pipeline Partners, LP)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions intended to be qualified under Section 401 of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code has received a favorable determination letter from the Internal Revenue Service regarding such qualified status and has not, since receipt of the most recent favorable determination letter, been amended or operated in a way which could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of adversely affect such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effectqualified status. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAERISA that would reasonably be expected to cause a Material Adverse Effect, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as . No such Multiemployer Plan is in Reorganization or Insolvent. Neither the Borrower nor any of its Subsidiaries has any liability with respect to any employee benefit plan that is not subject to the laws of the United States or a political subdivision thereof that could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 2 contracts

Samples: Bridge Loan Credit Agreement (Sports Entertainment Enterprises Inc), Bridge Loan Credit Agreement (CKX, Inc.)

ERISA. No Except as would not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect, (a) neither a Reportable Event which would reasonably be expected to result in the termination of a Plan nor a failure of any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to such Plan, in each instance whether or not waived, has occurred during the five five-year period prior to the date on which this representation is made or deemed made on the date of any Extension of Credit with respect to any Plan, ; (b) each Plan and each Multiemployer Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been ; (c) no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien (other than Liens permitted under subsection 8.3) on assets of the Company or any Commonly Controlled Entity in favor of the PBGC or a Plan has arisen, during such five-year period. The ; and (d) the present value of all accrued benefits under each Single Employer Plan (based on those the assumptions used to fund such Planfor purposes of Statement of Financial Accounting Standards No. 87) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed mademade on the date of any Extension of Credit, exceed the fair market value of the assets of such Plan allocable to such accrued benefits, except . Except as could would not reasonably be expected expected, either individually or in the aggregate, to result in have a Material Adverse Effect. Neither , (i) neither the Borrower Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and Plan; (ii) neither the Borrower Company nor any Commonly Controlled Entity would become subject to any liability under ERISA if (A) the Borrower Company or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No made or (B) any such Multiemployer Plan is in endangered Reorganization or critical Insolvent or is in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA). The present value (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 106) or of the liability of the Company and each Commonly Controlled Entity for accrued post-retirement benefits to be provided to their current and former employees under welfare benefit plans (as defined in InsolvencySection 3(1) of ERISA) does not, in the aggregate, exceed the fair market value of the assets under all such plans allocable to such benefits by an amount in excess of $25,000,000.

Appears in 2 contracts

Samples: Multi Currency Credit Agreement (Harman International Industries Inc /De/), Multi Currency Credit Agreement (Harman International Industries Inc /De/)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan or Multiemployer Plan, and and, except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect, each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan or Multiemployer Plan has occurred, and no Lien in favor of the PBGC or such a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan that is a “pension plan” within the meaning of Section 3(2) of ERISA (based on those assumptions used to fund such PlanSingle Employer Plans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had had, within the past five years, a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (MPT Operating Partnership, L.P.), Revolving Credit and Term Loan Agreement (MPT Operating Partnership, L.P.)

ERISA. No (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been ; no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanSingle Employer Plans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; none of Holdings, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity of its Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could would reasonably be expected to result in a material liability under ERISAERISA and, to the knowledge of Holdings and the Borrower, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrower and its Subsidiaries have not incurred, and neither the Borrower nor any Commonly Controlled Entity would become subject do not reasonably expect to incur, any liability under ERISA if or the Borrower or Code with respect to any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (plan within the meaning of Section 305 3(3) of ERISAERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrower and its Subsidiaries) or (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in Insolvencya direct obligation of Holdings, the Borrower and its Subsidiaries to pay money.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Vertrue Inc), Second Lien Credit Agreement (Vertrue Inc)

ERISA. No Neither a Reportable Event nor a failure to meet the applicable minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and and, to the best of the Borrower’s knowledge, each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The There has been no determination that any Single Employer Plan is in “at risk” status (within the meaning of Section 430 of the Code or Section 302 of ERISA) and the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to would likely result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan has been terminated or is in endangered Reorganization or critical Insolvent, and neither the Borrower nor any Commonly Controlled Entity has received notice of a determination that any Multiemployer Plan is in “endangered” or “critical” status (within the meaning of Section 305 432 of ERISA) or in Insolvency).

Appears in 2 contracts

Samples: Credit Agreement (Synopsys Inc), Credit Agreement (Synopsys Inc)

ERISA. No Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (a) neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and (b) each Plan has complied in all respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been (c) no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no (d) all contributions required to be made to Multiemployer Plans by the Borrower or any Commonly Controlled Entity have been made. No Lien in favor of the PBGC or a Plan has arisen, arisen during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower Holdings nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower Holdings nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as . No such Multiemployer Plan is in Reorganization or Insolvent where such Reorganization or Insolvency could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 2 contracts

Samples: Credit Agreement (Muzak Holdings LLC), Credit Agreement (Muzak Holdings LLC)

ERISA. No Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan (other than a Multiemployer Plan or a multiemployer welfare plan maintained pursuant to a collective bargaining agreement) has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior Plan, and, to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAknowledge of the Borrower, and neither the Borrower nor any Commonly Controlled Entity would not become subject to any material liability under ERISA if Global Signal, the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. To the knowledge of the Borrower, except as could not reasonably be expected to result in a Material Adverse Effect. No no such Multiemployer Plan is in endangered Reorganization or critical status Insolvent. Except to the extent that any such excess could not have a Material Adverse Effect, the present value (within determined using actuarial and other assumptions which are reasonable in respect of the meaning benefits provided and the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 305 3(1) of ERISA) other than such liability disclosed in the financial statements of Global Signal or the Borrower does not, in Insolvencythe aggregate, exceed the assets under all such Plans allocable to such benefits.

Appears in 2 contracts

Samples: Acquisition Credit Agreement (Global Signal Inc), Credit Agreement (Global Signal Inc)

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvency.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (PACIFIC GAS & ELECTRIC Co), Term Loan Credit Agreement (PG&E Corp)

ERISA. No Neither a Reportable Event nor a failure to meet the applicable minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of ERISA), whether or not waived, has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and and, to the best of the Borrower’s knowledge, each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The There has been no determination that any Single Employer Plan is in “at risk” status (within the meaning of Section 430 of the Code or Section 302 of ERISA) and the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to would likely result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan has been terminated or is Insolvent, and neither the Borrower nor any Commonly Controlled Entity has received notice of a determination that any Multiemployer Plan is in endangered “endangered” or critical “critical” status (within the meaning of Section 305 432 of ERISA) or in Insolvency).

Appears in 2 contracts

Samples: Credit Agreement (Synopsys Inc), Credit Agreement (Synopsys Inc)

ERISA. (i) No Reportable Event has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan; (ii) no Plan has had a failure to satisfy the minimum funding standard of Sections 412 and 430 of the Code or Sections 302 or 303 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA), and nor has there been a failure to timely make any required installment payments under Section 430(j) of the Code with respect to any Plan or a failure to timely make any required contribution to a Multiemployer Plan during such five-year period; (iii) each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that Code except as any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution material liability to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbranceGroup Member; or (iiiv) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No no termination of a Single Employer Plan has occurredoccurred and no proceedings have been instituted to terminate or appoint a trustee to administer any Single Employer Plan, and during such five-year period; (v) no Lien in favor of the PBGC or a Plan has arisen, or, to the knowledge of any Borrower, is likely to arise, during such five-year period. The , (vi) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the ; (vii) neither any Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the any Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the such Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made; (viii) no such Multiemployer Plan is in Reorganization or Insolvent pursuant to Sections 4241 or 4245, except as respectively, of ERISA; (ix) each Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter (or there is pending, or remains time to file, a submission seeking a determination letter) from the Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code or is maintained pursuant to a prototype or volume submitter plan document which is the subject of a favorable opinion or advisory letter from the Internal Revenue Service to the sponsor of the prototype or volume submitter plan document; and (x) no action, suit, proceeding, hearing, government audit or investigation with respect to the administration, operation or the investment of assets of any Plan (other than routine claims for benefits and other immaterial matters) is pending, expected or, to the knowledge of any Borrower, threatened, that could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvencymaterial liability to any Group Member.

Appears in 2 contracts

Samples: Amendment and Restatement Agreement (Gogo Inc.), Credit Agreement (Gogo Inc.)

ERISA. No (a) Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any ERISA Plan, and each ERISA Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that Code except for any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code failures which could not be reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred resulting in any material liability that has remained underfunded, and no Lien in favor of the PBGC or a an ERISA Plan has arisen, during such five-five year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanERISA Plans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such ERISA Plan allocable to such accrued benefitsbenefits by a material amount. Neither the Borrower, any Restricted Subsidiary nor any Commonly Controlled Entity is currently subject to any liability for a complete or partial withdrawal from a Multiemployer Plan except as for liabilities which could not be reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if . (b) None of the Borrower or any such Commonly Controlled Entity were of its Subsidiaries is an entity deemed to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status hold “plan assets” (within the meaning of the Plan Asset Regulations), and neither the execution, delivery nor performance of the transactions contemplated under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 305 406 of ERISA) ERISA or in InsolvencySection 4975 of the Code.

Appears in 2 contracts

Samples: Credit Agreement (Ani Pharmaceuticals Inc), Credit Agreement (Ani Pharmaceuticals Inc)

ERISA. No Reportable Event has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, exceptExcept as, in each casethe aggregate, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could would not reasonably be expected to result in have a Material Adverse Effect. During : (a) during the five five-year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution no Reportable Event or non-exempt Prohibited Transaction has occurred with respect to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrancePlan; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No no termination of a Single Employer Plan has occurred, occurred with respect to which the liability remains unsatisfied and no Lien in favor of the PBGC or a Plan has arisen; (iii) there has been no failure to meet the minimum funding standards (within the meaning of Sections 412 or 430 of the Code or Section 302 of ERISA with respect to any Single Employer Plan; and (iv) there has been no filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Single Employer Plan, during such five-year period. The no failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Single Employer Plan, or failure by the Company or any Commonly Controlled Entity to make any required contribution to a Multiemployer Plan; (b) the Company, each of its Significant Subsidiaries and each Commonly Controlled Entity is in compliance in all respects with the applicable provisions of ERISA and the Code relating to Plans; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanSingle Employer Plans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefitsbenefits and there has been no determination that any Single Employer Plan is, except as could not reasonably be or is expected to result be, in “at risk” status (within the meaning of Section 430 of the Code or Section 303 of ERISA); (d) neither the Company nor any Commonly Controlled Entity has received from the PBGC or a Material Adverse Effect. Neither plan administrator any notice relating to an intention to terminate any Single Employer Plan or to appoint a trustee to administer any Single Employer Plan under Section 4042 of ERISA; (e) neither the Borrower Company nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could would reasonably be expected to result in a material any liability under Section 4201 of ERISA, and ; (f) neither the Borrower Company nor any Commonly Controlled Entity would become subject to has received any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as notice of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such determination that a Multiemployer Plan is Insolvent or in endangered “endangered” or critical “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA); and (g) with respect to each Foreign Plan, there has been no failure (i) to make or, if applicable, accrue in accordance with normal accounting practices, any employer or in Insolvencyemployee contributions required by applicable law or by the terms of such Foreign Plan; (ii) to register or loss of good standing with applicable regulatory authorities of any such Foreign Plan required to be registered; or (iii) of any Foreign Plan to comply with any material provisions of applicable law and regulations or with the material terms of such Foreign Plan.

Appears in 2 contracts

Samples: Credit Agreement (Lazard LTD), Credit Agreement (Lazard Group LLC)

ERISA. No Reportable Event has occurred during the five year period prior Each Plan and, to the date on which this representation is made or deemed made with respect to any best of the Borrower's knowledge, each Multiemployer Plan, and each Plan has complied complies in all material respects with the applicable provisions all Requirements of ERISA and the Code, except, in each case, Law except to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code noncompliance could not reasonably be expected to result in have a Material Adverse Effect. During Effect and, (a) no Reportable Event for which the five year period prior to PBGC has not waived the date on which this representation is made or deemed made, there 30-day notice requirement has been no (i) failure to make a required contribution occurred with respect to any Plan that would or, to the best of the Borrower's knowledge, any Multiemployer Plan, which could result in the imposition Borrower incurring a liability or obligation in excess of $10,000,000; (b) no steps have been taken to terminate any Plan which could result in the Borrower's making a Lien contribution, or other encumbrance incurring a liability or obligation, to such Plan in excess of $10,000,000; no steps have been taken to appoint a receiver to administer any such Plan; to the provision of security under Section 430 best of the Code Borrower's knowledge, no steps have been taken to terminate or Section 303 or 4068 of ERISA, or the arising of such appoint a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, receiver to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such Plan) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from administer any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in the Borrower's making a material contribution, or incurring a liability under ERISAor obligation, to such Multiemployer Plan in excess of $10,000,000; and neither the Borrower nor any Commonly Controlled Entity would become subject Related Person has withdrawn from any such Multiemployer Plan or initiated steps to do so; (c) There is no Unfunded Vested Liability with respect to any liability under ERISA if Plan or, to the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as best of the valuation date most closely preceding the date on which this representation is made or deemed madeBorrower's knowledge, except as could not any Multiemployer Plan, that would reasonably be expected to result have, in the event of termination of such Plan or withdrawal from such Multiemployer Plan, a Material Adverse Effect. No such Multiemployer ; and (d) no contribution failure has occurred with respect to any Plan is in endangered or critical status (within the meaning of sufficient to give rise to a Lien under Section 305 302(f) of ERISA) ; no condition exists or event or transaction has occurred with respect to any Plan which would reasonably be expected to have a Material Adverse Effect; and neither the Borrower nor any of its Subsidiaries has any contingent liability with respect to any post-retirement benefit under a Welfare Plan, other than liability for continuation coverage described in InsolvencyPart 5 of Title I of ERISA, that would reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: 364 Day Credit Agreement (Citgo Petroleum Corp), Credit Agreement (Citgo Petroleum Corp)

ERISA. No Reportable Event has occurred during the five year period prior to the date Except as set forth on which this representation is made Schedule 6.14 or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could except as would not reasonably be expected to result in a Material Adverse Effect. : (a) During the five five-year period prior to the date on which this representation is made or deemed made, there has been no : (i) failure no Termination Event has occurred, and, to make the best knowledge of the Credit Parties, no event or condition has occurred or exists as a required contribution result of which any Termination Event could reasonably be expected to occur, with respect to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrancePlan; or (ii) “unpaid minimum required contribution” or “no "accumulated funding deficiency” (," as such term is defined or otherwise set forth in Section 4971 302 of ERISA and Section 412 of the Code or Part 3 of Subtitle B of Title I of ERISA)Code, whether or not waived, except, in has occurred with respect to any Plan; (iii) each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurredbeen maintained, operated, and funded in compliance with its own terms and in material compliance with the provisions of ERISA, the Code, and any other applicable federal or state laws; and (iv) no Lien lien in favor of or the PBGC or a Plan has arisen, during such five-year period. arisen or is reasonably likely to arise on account of any Plan. (b) The actuarial present value of all accrued benefits "benefit liabilities" under each Single Employer Plan (based on those determined within the meaning of Section 401(a)(2) of the Code, utilizing the actuarial assumptions used to fund such Plan) Plans), whether or not vested, did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the current value of the assets of such Plan allocable to such accrued benefitsliabilities. (c) Neither the Borrower, except as could not nor any of its Subsidiaries nor any ERISA Affiliate has incurred, or, to the best knowledge of the Credit Parties, are reasonably be expected to result in a Material Adverse Effectincur, any withdrawal liability under ERISA to any Multiemployer Plan or Multiple Employer Plan. Neither the Borrower Borrower, nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower of its Subsidiaries nor any Commonly Controlled Entity would become subject to ERISA Affiliate has received any liability under ERISA if the Borrower or notification that any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status reorganization (within the meaning of Section 305 4241 of ERISA), is insolvent (within the meaning of Section 4245 of ERISA), or has been terminated (within the meaning of Title IV of ERISA), and no Multiemployer Plan is, to the best knowledge of the Credit Parties, reasonably expected to be in reorganization, insolvent, or terminated. (d) No prohibited transaction (within the meaning of Section 406 of ERISA or Section 4975 of the Code) or breach of fiduciary responsibility has occurred with respect to a Plan which has subjected or may subject the Borrower or any of its Subsidiaries or any ERISA Affiliate to any liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the Code, or under any agreement or other instrument pursuant to which the Borrower or any of its Subsidiaries or any ERISA Affiliate has agreed or is required to indemnify any person against any such liability. (e) The present value (determined using actuarial and other assumptions which are reasonable with respect to the benefits provided and the employees participating) of the liability of the Borrower and its Subsidiaries and each ERISA Affiliate for post-retirement welfare benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA), net of all assets under all such Plans allocable to such benefits, are reflected on the Financial Statements in accordance with FAS 106. (f) Each Plan which is a welfare plan (as defined in Section 3(1) of ERISA) or to which Sections 601-609 of ERISA and Section 4980B of the Code apply has been administered in Insolvencycompliance in all material respects with such sections.

Appears in 2 contracts

Samples: Credit Agreement (Chattem Inc), Credit Agreement (Chattem Inc)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year periodperiod on the assets of a Borrower or any Commonly Controlled Entity. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither None of the Borrower Borrowers nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could would reasonably be expected to result in a material liability under ERISA, and neither of the Borrower Borrowers nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the a Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered reorganization or critical status (within the meaning of Section 305 of ERISA) or in Insolvencyinsolvent.

Appears in 2 contracts

Samples: Credit Agreement (Delek US Holdings, Inc.), Credit Agreement (Delek US Holdings, Inc.)

ERISA. No (a) Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Single Employer Plan has complied compiled in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, occurred and no Lien lien in favor of the PBGC or a Plan has arisen, arisen during such the five-year periodperiod prior to the date as of which this representation is made or deemed made. No other event or condition has occurred or exists with respect to any Plan that could reasonably be expected individually or in the aggregate to have a Material Adverse Effect. (b) The present value of all accrued benefits under each Single Employer Plan in which the Borrower or any Commonly Controlled Entity is a participant (based on those assumptions used to fund such Planthe Plans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except benefits by an amount in excess of ten percent (10%) of Consolidated Net Worth as could not reasonably be expected of the end of the most recent fiscal year of the Borrower for which financial statements have been delivered to result in a Material Adverse Effect. the Bank pursuant to this Agreement. (c) Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as in any such case which could not reasonably be expected individually or in the aggregate to result in have a Material Adverse Effect. No . (d) To the Borrower's knowledge, no such Multiemployer Plan is in endangered "reorganization" or critical status ("insolvent," within the meaning of such terms as used in ERISA. (e) The present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 305 3(1) of ERISA) or does not, in Insolvencythe aggregate, exceed the assets under all such Plans allocable to such benefits by an amount in excess of ten percent (10%) of the Borrower's consolidated net worth as of the end of the most recent fiscal year of the Borrower for which financial statements have been delivered to the Bank pursuant to this Agreement.

Appears in 2 contracts

Samples: Credit Agreement (Dover Downs Entertainment Inc), Credit Agreement (Dover Downs Gaming & Entertainment Inc)

ERISA. No Neither a Reportable Event (other than the Post-event Notices of Reportable Events filed with the PBGC on May 2, 2001, in respect of the April 6, 2001, bankruptcy filing of the Borrower, on July 16, 2003, in respect of the July 8, 2003, bankruptcy filing of National Energy & Gas Transmission (“NEGT”), and on November 4, 2004, in respect of the departure of NEGT from the Borrower controlled group of companies on October 29, 2004) nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event Event, “accumulated funding deficiency” or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 2 contracts

Samples: Credit Agreement (Pg&e Corp), Credit Agreement (Pacific Gas & Electric Co)

ERISA. No Except where the liability, individually or in the aggregate, which could reasonably be expected to result has not had or could not reasonably be expected to have a Material Adverse Effect: (i) neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and ; (ii) each Plan (other than a Multiemployer Plan) has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been ; (iii) no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisenarisen and remains outstanding, during such five-year period. The ; (iv) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as benefits by an amount which could not reasonably be expected to result in have a Material Adverse Effect. Neither ; (v) none of the Borrower Credit Parties nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior Plan, and, to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAbest knowledge of the Credit Parties, and neither none of the Borrower Credit Parties nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower Credit Parties or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No ; (vi) no such Multiemployer Plan is in endangered Reorganization or critical status Insolvent; (within vii) the meaning present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the liability of the Borrower and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 305 3(1) of ERISA) or does not, in Insolvencythe aggregate, exceed the assets under all such Plans allocable to such benefits.

Appears in 2 contracts

Samples: Credit Agreement (Cooperative Computing Inc /De/), Credit Agreement (Cooperative Computing Inc /De/)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any PlanSingle Employer Plan which could reasonably be likely to have a Material Adverse Effect, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, except to the extent that any such Reportable Event or the failure to so comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed madenot, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISAaggregate, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, be reasonably likely to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien against the Borrower or any Commonly Controlled Entity and in favor of the PBGC or a Single Employer Plan has arisen, during such five-year periodperiod which would reasonably be likely to have a Material Adverse Effect. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior Plan, and based on such information provided to the date on which this representation is made or deemed made Borrower by the sponsors of the Multiemployer Plans, the Borrower believes that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA which could reasonably be likely to have a Material Adverse Effect if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. To the knowledge of, except as could not reasonably be expected to result in a Material Adverse Effect. No the Borrower no such Multiemployer Plan is in endangered or critical status (within the meaning of Section 305 of ERISA) Reorganization or in a state of Insolvency.

Appears in 2 contracts

Samples: Credit Agreement (Wyndham International Inc), Second Lien Credit Agreement (Wyndham International Inc)

ERISA. No Neither a Reportable Event nor a failure to satisfy the minimum funding requirements of Section 412 or 430 of the Code has occurred during the five six-year period prior to the date on which this representation is made or deemed made or is reasonably expected to occur with respect to any Single Employer Plan, no Plan is reasonably expected to be in “at risk” status within the meaning of Section 430 of the Code and each Plan (including, to the knowledge of the Loan Parties, a Multiemployer Plan or a multiemployer welfare plan maintained pursuant to a collective bargaining agreement) has complied in all respects with the applicable provisions of ERISA ERISA, the Code and the Codeconstituent documents of such Plan, exceptexcept for instances of non-compliance that, in each casethe aggregate, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred during such six-year period or is reasonably expected to occur (other than a termination described in Section 4041(b) of ERISA), and no Lien in favor of the PBGC or a Plan has arisen, arisen during such fivesix-year periodperiod or is reasonably expected to arise. The Except to the extent that any such excess could not reasonably be expected to have a Material Adverse Effect, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as . Except to the extent that such liability could not reasonably be expected to result in have a Material Adverse Effect. Neither , (i) neither the Borrower Loan Parties nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and neither (ii) the Borrower nor any Commonly Controlled Entity Loan Parties would not become subject to any liability under ERISA if the Borrower a Loan Party or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. To the knowledge of the Loan Parties, except as no such Multiemployer Plan is in Reorganization, Insolvent or terminating or is reasonably expected to be in Reorganization, become Insolvent or be terminated or is, or is reasonably expected to be in endangered, seriously endangered or critical status, in each case within the meaning of Section 432 of the Code. Except to the extent that any such excess could not reasonably be expected to result have a Material Adverse Effect, the present value (determined using actuarial and other assumptions which are reasonable in respect of the benefits provided and the employees participating) of the aggregate liabilities of the Loan Parties and each Commonly Controlled Entity for the provision of post-retirement benefits to their current and former employees under Plans which are welfare benefit plans (as defined in Section 3(1) of ERISA) do not, in the aggregate, exceed the total assets under all such Plans allocable to such benefits except as disclosed in the financial statements of the Loan Parties. Neither the Loan Parties nor any Commonly Controlled Entity has engaged in a prohibited transaction under Section 406 of ERISA and/or Section 4975 of the Code in connection with any Plan that would subject any Loan Party to liability under ERISA and/or Section 4975 of the Code that could reasonably be expected to have a Material Adverse Effect. No Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (1) Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS covering such plan’s most recently completed five-year remedial amendment cycle in accordance with Revenue Procedure 2007-44, I.R.B. 2007-28, indicating that such Plan is so qualified and the trust related thereto has been determined by the Internal Revenue Service to be exempt from federal income tax under Section 501(a) of the Code or an application for such a determination is currently pending before the Internal Revenue Service and, to the knowledge of the Borrower, nothing has occurred subsequent to the issuance of the most recent determination letter which would cause such Plan to lose its qualified status; (2) no liability to the PBGC (other than required premium payments) or the IRS with respect to any Plan, any Plan or Single Employer Plan or any trust established under Title IV of ERISA has been or is expected to be incurred by any Loan Party or any Commonly Controlled Entity; (3) no Event of Default under Section 9.1(h) hereof has occurred and neither the Borrower nor any Commonly Controlled Entity is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an Event of Default; and (4) each of the Loan Parties’ Commonly Controlled Entities have complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan is and are not in endangered or critical status “default” (within the meaning of as defined in Section 305 4219(c)(5) of ERISA) or in Insolvencywith respect to payments to a Multiemployer Plan.

Appears in 2 contracts

Samples: Credit Agreement (Sprague Resources LP), Credit Agreement (Sprague Resources LP)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan intended to be qualified under Section 401 of the Code has complied with received a favorable opinion or determination letter from the applicable provisions of ERISA Internal Revenue Service regarding such qualified status or an application for such letter is currently pending and the Code, except, in each case, to the extent that knowledge of the Borrower or any Commonly Controlled Entity no such Reportable Event Plan has, since receipt of the most recent favorable determination letter, been amended or failure to comply with the applicable provisions of ERISA or the Code operated in a way which could not reasonably be expected to result in a Material Adverse Effectadversely affect such qualified status. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (Other than as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA)on Schedule 4.13, whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The Other than as set forth on Schedule 4.13, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAERISA that would reasonably be expected to cause a Material Adverse Effect, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as . No such Multiemployer Plan is in Reorganization or Insolvent. Neither the Borrower nor any of its Subsidiaries has any liability (and by entering into this Agreement will not trigger any liability) with respect to any employee benefit plan (including a pension scheme) that is not subject to the laws of the United States or a political subdivision thereof that could not reasonably be expected to result in a Material Adverse Effect. No Effect and all such Multiemployer Plan employee benefit plans and any pension schemes are funded to the extent required by applicable law based on reasonable actuarial assumptions applicable in the jurisdiction in which the relevant pension scheme is in endangered or critical status (within the meaning of Section 305 of ERISA) or in Insolvencymaintained.

Appears in 2 contracts

Samples: Revolving Credit Agreement (CKX, Inc.), Revolving Credit Agreement (CKX, Inc.)

ERISA. No (a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Single Employer Plan, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been ; no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Single Employer Plan has arisen, during such five-year period. The ; the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanSingle Employer Plans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Single Employer Plan allocable to such accrued benefits; none of Holdings, except as could not reasonably be expected to result in a Material Adverse Effect. Neither the Borrower Borrowers nor any Commonly Controlled Entity of their Restricted Subsidiaries has had (or reasonably expects to have) a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could would reasonably be expected to result in a material liability under ERISAERISA and, to the knowledge of Holdings and the Borrowers, no Multiemployer Plan is in Reorganization or Insolvent. (b) Holdings, the Borrowers and their Restricted Subsidiaries have not incurred, and neither the Borrower nor any Commonly Controlled Entity would become subject do not reasonably expect to incur, any liability under ERISA if or the Borrower or Code with respect to any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status (plan within the meaning of Section 305 3(3) of ERISAERISA which is subject to Title IV of ERISA that is maintained by a Commonly Controlled Entity (other than Holdings, the Borrowers and their Restricted Subsidiaries) or (a “Commonly Controlled Plan”) merely by virtue of being treated as a single employer under Title IV of ERISA with the sponsor of such plan that would reasonably be likely to have a Material Adverse Effect and result in Insolvencya direct obligation of Holdings, the Borrowers and their Restricted Subsidiaries to pay money.

Appears in 2 contracts

Samples: Credit Agreement (Vince Holding Corp.), Credit Agreement (Apparel Holding Corp.)

ERISA. No Neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Single Employer Plan which could reasonably be expected to have a Material Adverse Effect. Each Plan (other than a Multiemployer Plan or a multiemployer welfare plan maintained pursuant to a collective bargaining agreement) has complied in all respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code except for non-compliance which could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurredoccurred (other than a termination described in Section 4041(b) of ERISA with respect to which no Loan Party has incurred any liability (i) to the PBGC or (ii) in excess of $5,000,000), and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The Except to the extent that any such excess could not have a Material Adverse Effect, the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effectbenefits by more than $5,000,000. Neither the Borrower a Loan Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior Plan, and, to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAknowledge of the Loan Parties, and neither none of the Borrower nor any Commonly Controlled Entity Loan Parties would become subject to any material liability under ERISA if the Borrower any Loan Party or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made. To the knowledge of the Loan Parties, except as could not reasonably be expected to result in a Material Adverse Effect. No no such Multiemployer Plan is in endangered Reorganization or critical status Insolvent. Except to the extent that any such excess could not have a Material Adverse Effect, the present value (within determined using actuarial and other assumptions which are reasonable in respect of the meaning benefits provided and the employees participating) of the liability of each Loan Party and each Commonly Controlled Entity for post retirement benefits to be provided to their current and former employees under Plans which are welfare benefit plans (as defined in Section 305 3(1) of ERISA) or other than such liability disclosed in Insolvencythe financial statements of the Loan Parties does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits by an annual amount in excess of $5,000,000.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (SemGroup Corp), Credit Agreement (SemGroup Corp)

ERISA. (a) No Reportable ERISA Event has occurred during the five year period prior or is reasonably expected to the date on occur that, when taken together with all other such ERISA Events for which this representation liability is made or deemed made with respect reasonably expected to any Planoccur, and each Plan has complied with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made Except as, either individually or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISAaggregate, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA)has not had, whether or not waived, except, in each case, to the extent that such event and could not reasonably be expected to result in in, a Material Adverse Effect. No termination , the Borrower and its Subsidiaries and their ERISA Affiliates (i) have fulfilled their respective obligations under the minimum funding standards of a Single Employer ERISA and the Code with respect to each Plan has occurredand are in compliance with the applicable provisions of ERISA and the Code, and no Lien in favor of (ii) have not incurred any liability to the PBGC or a any Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer or Multiemployer Plan (based on those assumptions used other than to fund such Planmake contributions in the ordinary course of business). (b) did notExcept as, as of either individually or in the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed madeaggregate, exceed the value of the assets of such Plan allocable to such accrued benefitshas not had, except as and could not reasonably be expected to result in in, a Material Adverse Effect. Neither , (i) each Foreign Pension Plan has been maintained in compliance with its terms and with the Borrower nor requirements of any Commonly Controlled Entity and all applicable laws, statutes, rules, regulations and orders and has had been maintained, where required, in good standing with applicable regulatory authorities, (ii) all contributions required to be made with respect to a complete or partial withdrawal from any Multiemployer Foreign Pension Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAhave been timely made, and (iii) neither the Borrower nor any Commonly Controlled Entity would become subject of its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan and (iv) the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Pension Plan that is required to any liability under ERISA if be funded, determined as of the end of the most recently ended Fiscal Year on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities. (c) None of the Borrower or any such Commonly Controlled Entity were of its Subsidiaries is an entity deemed to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered or critical status hold “plan assets” (within the meaning of the Plan Asset Regulations), and to the knowledge of the Borrower, none of the execution, delivery or performance of the transactions contemplated under this Agreement, including the making of any Loan and the issuance of any Letter of Credit hereunder, will give rise to a non-exempt prohibited transaction under Section 305 406 of ERISA) ERISA or in InsolvencySection 4975 of the Code.

Appears in 2 contracts

Samples: Credit Agreement (Amtrust Financial Services, Inc.), Credit Agreement

ERISA. No Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any PlanPlan that could reasonably be expected to have a Material Adverse Effect, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any Code except where such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code non-compliance could not be reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year periodperiod that could reasonably be expected to have a Material Adverse Effect. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse Effectbenefits by more than $500,000. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAPlan, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, made except as in each instance where such withdrawal or liability could not reasonably be expected to result in have a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 2 contracts

Samples: Credit Agreement (Big City Radio Inc), Credit Agreement (Big City Radio Inc)

ERISA. No Neither a Reportable Event nor a failure to meet the minimum funding standards (within the meaning of Section 302 of ERISA), whether or not waived, has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan other than a Multiemployer Plan, and each Plan has complied in all respects with the applicable provisions of ERISA and the Code, except, in each case, to where the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code liability could not be reasonably be expected to result in a Material Adverse Effect. During the five year period prior ; provided, however, that with respect to the date on which this any Multiemployer Plan, such representation is made or deemed made, there has been no (i) failure only to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 knowledge of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse EffectBorrower. No termination of a Single Employer Plan pursuant to Section 4041(c) or 4042 of ERISA has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each There has been no determination that any Single Employer Plan is, or is expected to be, in “at risk” status (based on those assumptions used to fund such Plan) did not, as within the meaning of Section 430 of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made Code or deemed made, exceed the value Section 303 of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in a Material Adverse EffectERISA). Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior and to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISAknowledge of the Borrower, and neither the Borrower nor any Commonly Controlled Entity would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as made which liability could not be reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered Insolvency or critical in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or in Insolvency).

Appears in 2 contracts

Samples: Credit Agreement (Boston Scientific Corp), Credit Agreement (Boston Scientific Corp)

ERISA. No Neither a Reportable Event nor a failure to satisfy the “minimum funding standards” (within the meaning of Section 412 of the Code or Section 302 of ERISA) applicable to each Plan (whether or not waived) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any Plan, and each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any such Reportable Event or failure to comply with the applicable provisions of ERISA or the Code could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been ; (b) no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisenarisen and no determination has been made that a Plan is, or is expected to be, “at risk” (within the meaning of Section 430 of the Code or Section 303 of ERISA), during such five-year period. The ; (c) the present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effect. Neither material amount; (d) neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted or could reasonably be expected to result in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No ; and (e) no such Multiemployer Plan is in endangered “endangered” or critical “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or Insolvent, except where, in Insolvencyeach of clauses (a) through (e), such event or condition, together with all other events or conditions, could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)

ERISA. No Neither a Reportable Event nor an "accumulated funding deficiency" (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred during the five five-year period prior to the date on which this representation is made or deemed made with respect to any PlanPlan that resulted in, or could reasonably be expected to result in, any unpaid liability, and each Plan (other than any Multiemployer Plan or any multiemployer health or welfare plan) has complied (in form and in operation) in all material respects with the applicable provisions of ERISA and the Code, except, in each case, to the extent that any except as such Reportable Event Event, or such failure to comply with the applicable provisions of ERISA or the Code comply, could not reasonably be expected to result in a Material Adverse Effect. During the five year period prior to the date on which this representation is made or deemed made, there has been no (i) failure to make a required contribution to any Plan that would result in the imposition of a Lien or other encumbrance or the provision of security under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a Lien or encumbrance; or (ii) “unpaid minimum required contribution” or “accumulated funding deficiency” (as defined or otherwise set forth in Section 4971 of the Code or Part 3 of Subtitle B of Title I of ERISA), whether or not waived, except, in each case, to the extent that such event could not reasonably be expected to result in have a Material Adverse Effect. No termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen, during such five-year period. The present value of all accrued benefits under each Single Employer Plan (based on those assumptions used to fund such PlanPlans) did not, as of the last annual valuation date for which a certified actuarial valuation report is available prior to the date on which this representation is made or deemed made, exceed the value of the assets of such Plan allocable to such accrued benefits, except as could not reasonably be expected to result in benefits by a Material Adverse Effectmaterial amount. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan during the five year period prior to the date on which this representation is made or deemed made that has resulted resulted, or could reasonably be expected to result result, in a material liability under ERISA, and neither the Borrower nor any Commonly Controlled Entity would become subject to any material liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except as could not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer Plan is in endangered Reorganization or critical status (within the meaning of Section 305 of ERISA) or in InsolvencyInsolvent.

Appears in 2 contracts

Samples: Credit Agreement (M & F Worldwide Corp), Credit Agreement (M & F Worldwide Corp)

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