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Common use of ERISA Clause in Contracts

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 12 contracts

Samples: Credit Agreement (Lantheus Holdings, Inc.), Term Loan Agreement (Lantheus Holdings, Inc.), Credit Agreement (Lantheus Holdings, Inc.)

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ERISA. Neither a Reportable Event nor a failure (a) Schedule 3.11 to satisfy the minimum funding standard under Section 412 Disclosure Letter sets forth each Plan as of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Effective Date. Each Plan is in compliance in all respects form and operation with the applicable provisions of its terms and with ERISA and the Code (including without limitation the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except where such Reportable Event, failure, or non-compliance any failure to comply could not reasonably be expected to have result in a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Each Plan subject (and each related trust, if any) which is intended to be qualified under Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2401(a) of ERISAthe Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) or a cessation of operations that is treated as such a withdrawal under Section 4062(eand 501(a) of ERISA the Code covering all applicable tax law changes or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification). No ERISA Event has occurred, or is reasonably expected to occur, except other than as could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, . (b) There exists no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur Unfunded Pension Liability with respect to any Plan, except as could not reasonably be expected to have result in a Material Adverse Effect. Neither . (c) None of the Borrower nor Borrower, any Commonly Controlled Entity Restricted Subsidiary or any ERISA Affiliate is making or accruing an obligation to make contributions, or has had a complete within any of the five calendar years immediately preceding the date this assurance is given or partial withdrawal from deemed given, made or accrued an obligation to make contributions to any Multiemployer Plan. (d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrower, any Restricted Subsidiary or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect. (e) The Borrower, its Restricted Subsidiaries and its ERISA Affiliates have made all contributions to or under each Plan and neither Multiemployer Plan required by law within the Borrower nor applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any Commonly Controlled Entity contract or agreement requiring contributions to a Plan or Multiemployer Plan save where any failure to comply, individually or in the aggregate, could not reasonably would be expected to result in a Material Adverse Effect. (f) No Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of any amortization period, within the meaning of Section 412 of the Code or Section 302 or 304 of ERISA. The Borrower, any Restricted Subsidiary, and any ERISA Affiliate have not ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions. None of the Borrower, any Restricted Subsidiary or any ERISA Affiliate have incurred or reasonably expect to incur any liability to PBGC except as could not reasonably be expected to result in material liability, save for any liability for premiums due in the ordinary course or other liability which could not reasonably be expected to result in material liability, and no lien imposed under the Code or ERISA if on the assets of the Borrower or any such Commonly Controlled Entity were Restricted Subsidiary or any ERISA Affiliate exists or, to withdraw completely from all Multiemployer Plans as the knowledge of the valuation date most closely preceding Borrower, is likely to arise on account of any Plan. None of the date on which this representation is Borrower, any Restricted Subsidiary or any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (g) Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as could not reasonably be expected to result in a material liability. All contributions required to be made or deemed with respect to a Non-U.S. Plan have been timely made, except, in each case, for any liability that except as could not reasonably be expected to result in a Material Adverse Effect. No failure Neither the Borrower nor any of its Restricted Subsidiaries has incurred any material obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan, determined as of the end of the Borrower’s 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 Non-U.S. Plan allocable to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occursuch benefit liabilities, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is result in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 12 contracts

Samples: Revolving Credit Agreement (Uber Technologies, Inc), Term Loan Agreement (Uber Technologies, Inc), Revolving Credit Agreement (Uber Technologies, Inc)

ERISA. Neither Promptly upon a Reportable Responsible Officer of any Borrower obtaining knowledge thereof, Lead Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer of Lead Borrower setting forth the full details as to such occurrence and the action, if any, that Lead Borrower, such Restricted Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given or filed by Lead Borrower, such Restricted Subsidiary, the Plan administrator or such ERISA Affiliate to or with the PBGC or any other Governmental Authority, or a Plan participant and any notices received by Lead Borrower, such Restricted Subsidiary or such ERISA Affiliate from the PBGC or any other Governmental Authority, or a Plan participant with respect thereto: that (a) an ERISA Event nor has occurred that is reasonably expected to result in a failure Material Adverse Effect; (b) there has been an increase in Unfunded Pension Liabilities since the date the representations hereunder are given, or from any prior notice, as applicable, in either case, which is reasonably expected to satisfy result in a Material Adverse Effect; (c) there has been an increase in the minimum funding standard estimated withdrawal liability under Section 4201 of ERISA, if Lead Borrower, any Restricted Subsidiary of Lead Borrower and the ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans which is reasonably expected to result in a Material Adverse Effect; (d) Lead Borrower, any Restricted Subsidiary of Lead Borrower or any ERISA Affiliate adopts, or commences contributions to, any Plan subject to Section 412 of the Code, or adopts any amendment to a Plan subject to Section 412 of the Code which is reasonably expected to result in a Material Adverse Effect; (e) that a contribution required to be made with respect to a Foreign Pension Plan has not been timely made which failure is reasonably likely to result in a Material Adverse Effect; or Section 302 of ERISA, whether or not waived (f) that a Foreign Pension Plan has occurred been or is reasonably expected to occur with respect to any Single Employer Planbe terminated, reorganized, partitioned or declared insolvent and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or event is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure Lead Borrower will also deliver to make the Administrative Agent, upon request by the Administrative Agent, a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 complete copy of the Code most recent annual report (on Internal Revenue Service Form 5500-series, including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) filed with the Internal Revenue Service or Section 305 other Governmental Authority of ERISA), except as could not reasonably be expected to have each Plan that is maintained or sponsored by Lead Borrower or a Material Adverse EffectRestricted Subsidiary.

Appears in 11 contracts

Samples: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)

ERISA. Neither a Reportable (a) No ERISA Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect that would reasonably be expected to any Single Employer Plan, and each Single Employer Plan and Multiemployer result in a Material Adverse Effect. Each Plan is in compliance in all respects form and operation with its terms and with the applicable provisions of ERISA and ERISA, the Code and other applicable law, except where for such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could would not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure , each Plan (and each related trust, if any) which is intended to make be qualified under Section 401(a) of the Code has received a required contribution to a Multiemployer Plan has occurred favorable determination letter from the Internal Revenue Service or is reasonably expected in the form of a prototype document that is the subject of a favorable opinion letter. (b) There exists no Unfunded Pension Liability with respect to occurany Plan, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could would not reasonably be expected to have a Material Adverse Effect. (c) If each of Holdings, each Restricted Subsidiary and each ERISA Affiliate were to withdraw from all Multiemployer Plans in a complete withdrawal as of the date this assurance is given, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. (d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of Holdings, any Restricted Subsidiary or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Holdings, any Restricted Subsidiary and any ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any contract or agreement requiring contributions to a Plan or Multiemployer Plan except where any failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (f) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Foreign Pension Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; (ii) all contributions required to be made with respect to a Foreign Pension Plan have been timely made; and (iii) neither Holdings nor any of the Restricted Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan.

Appears in 8 contracts

Samples: Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.), Credit Agreement (Iridium Communications Inc.)

ERISA. Neither Promptly upon a Reportable Responsible Officer of the Borrower obtaining knowledge thereof, the Borrower will deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower setting forth the full details as to such occurrence and the action, if any, that the Borrower, any Restricted Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given or filed by the Borrower, such Restricted Subsidiary, the Plan administrator or such ERISA Affiliate to or with the PBGC or any other Governmental Authority, or a Plan participant and any notices received by the Borrower, such Restricted Subsidiary or such ERISA Affiliate from the PBGC or any other Governmental Authority, or a Plan participant with respect thereto: that (a) an ERISA Event nor has occurred that is reasonably expected to result in a failure Material Adverse Effect; (b) there has been an increase in Unfunded Pension Liabilities since the date the representations hereunder are given, or from any prior notice, as applicable, in either case, which is reasonably expected to satisfy result in a Material Adverse Effect; (c) there has been an increase in the minimum funding standard estimated withdrawal liability under Section 4201 of ERISA, if the Borrower, any Restricted Subsidiary of the Borrower and the ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans which is reasonably expected to result in a Material Adverse Effect, (d) the Borrower, any Restricted Subsidiary of the Borrower or any ERISA Affiliate adopts, or commences contributions to, any Plan subject to Section 412 of the Code, or adopts any amendment to a Plan subject to Section 412 of the Code which is reasonably expected to result in a Material Adverse Effect, (e) that a contribution required to be made with respect to a Foreign Pension Plan has not been timely made which failure is reasonably likely to result in a Material Adverse Effect; or Section 302 of ERISA, whether or not waived (f) that a Foreign Pension Plan has occurred been or is reasonably expected to occur with respect to any Single Employer Planbe terminated, reorganized, partitioned or declared insolvent and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or event is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure The Borrower will also deliver to make the Administrative Agent, upon request by the Administrative Agent, a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 complete copy of the Code most recent annual report (on Internal Revenue Service Form 5500-series, including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) filed with the Internal Revenue Service or Section 305 other Governmental Authority of ERISA), except as could not reasonably be expected to have each Plan that is maintained or sponsored by the Borrower or a Material Adverse EffectRestricted Subsidiary.

Appears in 8 contracts

Samples: Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co)

ERISA. Neither a Reportable (a) No ERISA Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect that would reasonably be expected to any Single Employer Plan, and each Single Employer Plan and Multiemployer result in a Material Adverse Effect. Each Plan is in compliance in all respects form and operation with its terms and with the applicable provisions of ERISA and ERISA, the Code and other applicable law, except where for such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could would not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure , each Plan (and each related trust, if any) which is intended to make be qualified under Section 401(a) of the Code has received a required contribution to a Multiemployer Plan has occurred favorable determination letter from the Internal Revenue Service or is reasonably expected in the form of a prototype document that is the subject of a favorable opinion letter. (b) There exists no Unfunded Pension Liability with respect to occurany Plan, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could would not reasonably be expected to have a Material Adverse Effect. (c) If each of the Lead Borrower, each Restricted Subsidiary of the Lead Borrower and each ERISA Affiliate were to withdraw from all Multiemployer Plans in a complete withdrawal as of the date this assurance is given, the aggregate withdrawal liability that would be incurred by the Lead Borrower and its Restricted Subsidiaries would not reasonably be expected to have a Material Adverse Effect. (d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Lead Borrower or any Restricted Subsidiary of the Lead Borrower, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) The Lead Borrower, any Restricted Subsidiary of the Lead Borrower and any ERISA Affiliate have made all material contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any contract or agreement requiring contributions to a Plan or Multiemployer Plan except where any failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (f) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; (ii) all contributions required to be made with respect to a Foreign Pension Plan have been timely made; and (iii) neither the Lead Borrower nor any of its Restricted Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan.

Appears in 8 contracts

Samples: Revolving Credit Agreement (PAE Inc), Second Lien Term Loan Credit Agreement (PAE Inc), Revolving Credit Agreement (PAE Inc)

ERISA. Neither a Reportable Event nor a failure (a) Schedule 3.11 to satisfy the minimum funding standard under Section 412 Disclosure Letter sets forth each Plan as of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Effective Date. Each Plan is in compliance in all respects form and operation with the applicable provisions of its terms and with ERISA and the Code (including without limitation the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except where such Reportable Event, failure, or non-compliance any failure to comply could not reasonably be expected to have result in a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Each Plan subject (and each related trust, if any) which is intended to be qualified under Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2401(a) of ERISAthe Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) or a cessation of operations that is treated as such a withdrawal under Section 4062(eand 501(a) of ERISA the Code covering all applicable tax law changes or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification). No ERISA Event has occurred, or is reasonably expected to occur, except other than as could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, . (b) There exists no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur Unfunded Pension Liability with respect to any Plan, except as could not reasonably be expected to have result in a Material Adverse Effect. Neither . (c) None of the Borrower nor Borrower, any Commonly Controlled Entity Restricted Subsidiary or any ERISA Affiliate is making or accruing an obligation to make contributions, or has had a complete within any of the five calendar years immediately preceding the date this assurance is given or partial withdrawal from deemed given, made or accrued an obligation to make contributions to any Multiemployer Plan. (d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrower, any Restricted Subsidiary or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect. (e) The Borrower, its Restricted Subsidiaries and its ERISA Affiliates have made all contributions to or under each Plan and neither Multiemployer Plan required by law within the Borrower nor applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any Commonly Controlled Entity contract or agreement requiring contributions to a Plan or Multiemployer Plan save where any failure to comply, individually or in the aggregate, could not reasonably would be expected to result in a Material Adverse Effect. (f) No Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of any amortization period, within the meaning of Section 412 of the Code or Section 302 or 304 of ERISA. The Borrower, any Restricted Subsidiary, and any ERISA Affiliate have not ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions. None of the Borrower, any Restricted Subsidiary or any ERISA Affiliate have incurred or reasonably expect to incur any liability to PBGC except as could not reasonably be expected to result in material liability, save for any liability for premiums due in the ordinary course or other liability which could not reasonably be expected to result in material liability, and no lien imposed under the Code or ERISA if on the assets of the Borrower or any such Commonly Controlled Entity were Restricted Subsidiary or any ERISA Affiliate exists or, to withdraw completely from all Multiemployer Plans as the knowledge of the valuation date most closely preceding Borrower, is likely to arise on account of any Plan. None of the date on which this representation is Borrower, any Restricted Subsidiary or any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (g) Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as could not reasonably be expected to result in a material liability. All contributions required to be made or deemed with respect to a Non-U.S. Plan have been timely made, except, in each case, for any liability that except as could not reasonably be expected to result in a Material Adverse Effect. No failure Neither the Borrower nor any of its Restricted Subsidiaries has incurred any material obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan, determined as of the end of the Borrower’s 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 Non-U.S. Plan allocable to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occursuch benefit liabilities, except as could not reasonably be expected to have result in a Material Adverse Effect. No such Multiemployer Plan is . (h) The Borrower represents and warrants as of the Effective Date that the assets of Borrower involved in Reorganization or Insolvent or in the transactions contemplated by this Agreement do not constitute endangeredplan assetsor “critical” status (within the meaning of 29 CFR § 2510.3-101, as modified by Section 432 of the Code or Section 305 3(42) of ERISA), except as could not reasonably be expected to have a Material Adverse Effect) of one or more Benefit Plans.

Appears in 8 contracts

Samples: Revolving Credit Agreement (Uber Technologies, Inc), Revolving Credit Agreement (Uber Technologies, Inc), Revolving Credit Agreement (Uber Technologies, Inc)

ERISA. Neither a Reportable (a) No ERISA Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect that would reasonably be expected to any Single Employer Plan, and each Single Employer Plan and Multiemployer result in a Material Adverse Effect. Each Plan is in compliance in all respects form and operation with its terms and with the applicable provisions of ERISA and ERISA, the Code and other applicable law, except where for such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could would not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure , each Plan (and each related trust, if any) which is intended to make be qualified under Section 401(a) of the Code has received a required contribution to a Multiemployer Plan has occurred favorable determination letter from the Internal Revenue Service or is reasonably expected in the form of a prototype document that is the subject of a favorable opinion letter. (b) There exists no Unfunded Pension Liability with respect to occurany Plan, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could would not reasonably be expected to have a Material Adverse Effect. (c) If each of the Borrower, each Restricted Subsidiary of the Borrower and each ERISA Affiliate were to withdraw from all Multiemployer Plans in a complete withdrawal as of the date this assurance is given, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. (d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrower, any Restricted Subsidiary of the Borrower or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) The Borrower, any Restricted Subsidiary of the Borrower and any ERISA Affiliate have made all material contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any contract or agreement requiring contributions to a Plan or Multiemployer Plan except where any failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (f) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; (ii) all contributions required to be made with respect to a Foreign Pension Plan have been timely made; and (iii) neither the Borrower nor any of its Restricted Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan.

Appears in 8 contracts

Samples: Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co), Term Loan Credit Agreement (Vertiv Holdings Co)

ERISA. Neither a Reportable (a) No ERISA Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect that would reasonably be expected to any Single Employer Plan, and each Single Employer Plan and Multiemployer result in a Material Adverse Effect. Each Plan is in compliance in all respects form and operation with its terms and with the applicable provisions of ERISA and ERISA, the Code and other applicable law, except where for such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could would not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure , each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service, is in the form of a prototype document that is the subject of a favorable opinion letter or has time remaining under applicable law to apply for a determination or opinion letter or to make any amendments necessary to obtain a required contribution favorable determination or opinion letter. (b) There exists no Unfunded Pension Liability with respect to a Multiemployer Plan has occurred or is reasonably expected to occurany Plan, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could would not reasonably be expected to have a Material Adverse Effect. (c) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of Borrower or any Restricted Subsidiary of Borrower, threatened, which would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (d) Borrower, any Restricted Subsidiary of Borrower and, to the knowledge of Borrower, any ERISA Affiliate have made all material contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any contract or agreement requiring contributions to a Plan or Multiemployer Plan except where any failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (e) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; (ii) all contributions required to be made with respect to a Foreign Pension Plan have been timely made; and (iii) neither Borrower nor any of its Restricted Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan.

Appears in 7 contracts

Samples: Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Except as disclosed on Schedule 8.1.17: (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, and other federal and state laws. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter (or opinion letter) from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the actual knowledge of Borrowers, nothing has occurred which would prevent, or cause the loss of, such qualification. Each Obligor and ERISA Affiliate has met, in all material respects all applicable requirements under the Code, ERISA and the Code except where such Reportable EventPension Protection Act of 2006, failureand no application for a waiver of the minimum funding standards or an extension of any amortization period has been made with respect to any Plan. (b) There are no pending or, to the actual knowledge of Borrowers, threatened claims, actions or lawsuits, or non-compliance action by any Governmental Authority, with respect to any Plan that could not reasonably be expected to have a Material Adverse Effect. No withdrawal by There has been no non-exempt prohibited transaction or, to the Borrower actual knowledge of Borrowers violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. . (c) Except as could not reasonably be expected to have a Material Adverse Effect, Effect (i) no termination of a Single Employer Plan ERISA Event has occurred or is reasonably expected to occur. No Lien against ; (ii) no Obligor or ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iii) no Pension Plan has any Unfunded Pension Liability; (iv) no Obligor or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the Borrower giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or any Commonly Controlled Entity 4243 of ERISA with respect to a Multiemployer Plan; (v) no Obligor or ERISA Affiliate has engaged in favor a transaction that could be subject to Section 4069 or 4212(c) of ERISA; (vi) as of the PBGC or a Single Employer most recent valuation date for any Pension Plan or a Multiemployer Plan has arisen during Plan, the past five yearsfunding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, except as and no Obligor or ERISA Affiliate knows of any fact or circumstance that could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within cause the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject to any liability under ERISA if the Borrower or funding target attainment percentage for any such Commonly Controlled Entity were plan to withdraw completely from all Multiemployer Plans drop below 60% as of the valuation date most closely preceding the date on which this representation is made or deemed made, except, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse Effectdate.

Appears in 7 contracts

Samples: Financing Agreement (Select Interior Concepts, Inc.), Financing Agreement (Select Interior Concepts, Inc.), Financing Agreement (Select Interior Concepts, Inc.)

ERISA. Neither As soon as possible and, in any event, within ten (10) Business Days after the Lead Borrower or any Restricted Subsidiary of the Lead Borrower knows of the occurrence of any of the following, the Lead Borrower will deliver to the Administrative Agent a Reportable notice setting forth the full details as to such occurrence and the action, if any, that the Lead Borrower or any Restricted Subsidiary is required or proposes to take, together with any notices required or proposed to be given or filed by the Lead Borrower or any Restricted Subsidiary or, to the knowledge of the Lead Borrower, the Plan administrator or any ERISA Affiliate to or with the PBGC or any other Governmental Authority, or a Plan participant (other than notices relating to an individual participant’s benefits) and any notices received by the Lead Borrower or any Restricted Subsidiary from the PBGC or any other Governmental Authority, or a Plan participant (other than notices relating to an individual participant’s benefits) with respect thereto: that (a) an ERISA Event nor has occurred that is reasonably expected to result in a failure Material Adverse Effect; (b) there has been an increase in Unfunded Pension Liabilities since the date the representations hereunder are given, or from any prior notice, as applicable, in either case, which is reasonably expected to satisfy result in a Material Adverse Effect; (c) there has been an increase in the minimum funding standard withdrawal liability under Section 4201 of ERISA that would be incurred by the Lead Borrower or any Restricted Subsidiary, if the Lead Borrower, any Restricted Subsidiary of the Lead Borrower and the ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans which is reasonably expected to result in a Material Adverse Effect, (d) the Lead Borrower, any Restricted Subsidiary of the Lead Borrower or any ERISA Affiliate adopts, or commences contributions to, any Plan subject to Section 412 of the Code, or adopts any amendment to a Plan subject to Section 412 of the Code which is reasonably expected to result in a Material Adverse Effect, (e) a contribution required to be made with respect to a Foreign Pension Plan has not been timely made which failure is reasonably likely to result in a Material Adverse Effect; or Section 302 of ERISA, whether or not waived (f) a Foreign Pension Plan has occurred been or is reasonably expected to occur with respect to any Single Employer Planbe terminated, reorganized, partitioned or declared insolvent and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or event is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure The Lead Borrower will also deliver to make the Administrative Agent, upon request by the Administrative Agent, a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 complete copy of the Code most recent annual report (on Internal Revenue Service Form 5500-series, including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) filed with the Internal Revenue Service or Section 305 other Governmental Authority of ERISA), except as could not reasonably be expected to have each Plan that is maintained or sponsored by the Lead Borrower or a Material Adverse EffectRestricted Subsidiary.

Appears in 7 contracts

Samples: First Lien Term Loan Credit Agreement (PAE Inc), First Lien Term Loan Credit Agreement (PAE Inc), Second Lien Term Loan Credit Agreement (PAE Inc)

ERISA. Neither a Reportable (a) No ERISA Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect that would reasonably be expected to any Single Employer Plan, and each Single Employer Plan and Multiemployer result in a Material Adverse Effect. Each Plan is in compliance in all respects form and operation with its terms and with the applicable provisions of ERISA and ERISA, the Code and other applicable law, except where for such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could would not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure , each Plan (and each related trust, if any) which is intended to make be qualified under Section 401(a) of the Code has received a required contribution to a Multiemployer Plan has occurred favorable determination letter from the Internal Revenue Service or is reasonably expected in the form of a prototype document that is the subject of a favorable opinion letter. (b) There exists no Unfunded Pension Liability with respect to occurany Plan, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could would not reasonably be expected to have a Material Adverse Effect. (c) If each of Lead Borrower, each Restricted Subsidiary of Lead Borrower and each ERISA Affiliate were to withdraw from all Multiemployer Plans in a complete withdrawal as of the date this assurance is given, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. (d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrowers, any Restricted Subsidiary of Lead Borrower or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Lead Borrower, any Restricted Subsidiary of Lead Borrower and any ERISA Affiliate have made all material contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any contract or agreement requiring contributions to a Plan or Multiemployer Plan except where any failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (f) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; (ii) all contributions required to be made with respect to a Foreign Pension Plan have been timely made; and (iii) neither Lead Borrower nor any of its Restricted Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan. (g) The Borrowers are not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments.

Appears in 7 contracts

Samples: First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp), First Lien Term Loan Credit Agreement (VERRA MOBILITY Corp)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could would not reasonably be expected to have a Material Adverse Effect, no termination each Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable 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 covering all applicable tax law changes, or is comprised of a Single Employer Plan master or prototype plan that has occurred or is reasonably expected to occur. No Lien against received a favorable opinion letter from the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five yearsInternal Revenue Service, and, except as could would not reasonably be expected to have a Material Adverse Effect, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification). No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) ERISA Event has occurred or is reasonably expected to occur occur. There exists no Unfunded Pension Liability with respect to any Plan. None of the Borrower, except as could not any of its Subsidiaries or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made, or accrued an obligation to make, contributions to any Multiemployer Plan. There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrower, any of its Subsidiaries or any ERISA Affiliate, threatened in writing, which would reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor be asserted successfully against any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably and, if so asserted successfully, 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, in each case, for any liability that could not reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except Except as could would not reasonably be expected either individually or in the aggregate to have a Material Adverse Effect, the Borrower, each of its Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, by the terms of such Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions to a Plan or Multiemployer Plan. No such Multiemployer Plan which is in Reorganization subject to Section 412 of the Code or Insolvent Section 302 of ERISA has applied for or in “endangered” or “critical” status (received an extension of any amortization period within the meaning of Section 432 412 of the Code or Section 305 303 or 304 of ERISA). None of the Borrower, except any of its Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as could not reasonably be expected to have become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a Material Adverse Effectsubstantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions. None of the Borrower or any of its Subsidiaries has established, contributes to or maintains any Non-U.S. Plan.

Appears in 7 contracts

Samples: Credit Agreement (Pennant Group, Inc.), Credit Agreement (Ensign Group, Inc), Credit Agreement (Pennant Group, Inc.)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA ERISA, the Internal Revenue Code and the Code other federal or state law, except where such Reportable Event, failure, or non-compliance failure to comply could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. Each Plan which is intended to qualify under Section 401(a) of the Internal Revenue Code has received a favorable determination letter from the IRS (or has timely filed an application for a determination letter that is under review by the IRS) and to the best knowledge of the Credit Parties, nothing has occurred which would cause the loss of such qualification. (b) There are no pending or, to the best knowledge of any Credit Party, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no non-exempt prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. (i) No failure to make a required contribution to a Multiemployer Plan ERISA Event has occurred or is reasonably expected to occur, except as occur that when taken together with all other such ERISA Events has or could not reasonably be expected to have a Material Adverse Effect. No ; (ii) neither any Credit Party nor any Person for which any Credit Party may have a direct or indirect liability under ERISA has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA) that has or could reasonably be expected to have a Material Adverse Effect; (iii) neither any Credit Party nor any Person for which any Credit Party may have a direct or indirect liability under ERISA has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan is that has or could reasonably be expected to have a Material Adverse Effect; and (iv) no Credit Party nor any ERISA Affiliate has engaged in Reorganization a transaction that could reasonably be expected to be subject to Section 4069 or Insolvent 4212(c) of ERISA that has or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 7 contracts

Samples: Credit Agreement (Ryerson Holding Corp), Credit Agreement (Ryerson Holding Corp), Credit Agreement (Ryerson Holding Corp)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 (i) As of the Code Closing Date, neither the Borrower nor any of its Subsidiaries nor any ERISA Affiliate maintains or Section 302 contributes to, or has any obligation under, any Employee Benefit Plans other than those identified on Schedule 6.1(i-1) and neither the Borrower nor any of ERISAits Subsidiaries maintains or contributes to, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Planobligation under, any Canadian Employee Benefit Plans other than those identified on Schedule 6.1(i-2). (ii) The Borrower, each of its Subsidiaries and each Single Employer Plan and Multiemployer Plan of their ERISA Affiliates is in material compliance in with all respects with the applicable provisions of ERISA and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans except for any required amendments for which the remedial amendment period as defined in Section 401(b) of the Code has not yet expired and except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. The Borrower and each of its Subsidiaries is in material compliance with all applicable provisions of the ITA and other Applicable Law and the regulations and published interpretations thereunder with respect to all Canadian Employee Benefit Plans except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined to be exempt under Section 501(a) of the Code except where for such Reportable Eventplans that have not yet received determination letters but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the Borrower, failure, any of its Subsidiaries or non-compliance any of their ERISA Affiliates which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect. No withdrawal liability has been incurred by the Borrower or any Commonly Controlled Entity from a Single Employer of its Subsidiaries which remains unsatisfied for any taxes or penalties with respect to any Canadian Employee Benefit Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occurany Canadian Multiemployer Plan, except as for a liability that could not reasonably be expected to have a Material Adverse Effect. . (iii) Except as set forth on Schedule 6.1(i-1) or Schedule 6.1(i-2), as of the Closing Date, no Pension Plan or Canadian Pension Plan has been terminated, nor has any accumulated funding deficiency (as defined in Section 412 of the Code or any other Applicable Law) been incurred (without regard to any waiver granted under Section 412 of the Code or any other Applicable Law), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan, nor has the Borrower, any of Subsidiaries or any of their ERISA Affiliates failed to make any contributions or to pay any amounts due and owing as required by Section 412 of the Code, Section 302 of ERISA or the terms of any Pension Plan prior to the due dates of such contributions under Section 412 of the Code or Section 302 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan. (iv) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any of its Subsidiaries nor any of their ERISA Affiliates has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of the ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, (C) failed to make a required contribution or payment to a Multiemployer Plan or a Canadian Multiemployer Plan, (D) failed to make a required installment or other required payment under Section 412 of the Code, other Applicable Laws or its Employee Benefit Plans or (E) failed to make a required installment or other required payment under Applicable Laws or its Canadian Employee Benefit Plans. (v) No Termination Event has occurred or is reasonably expected to occur. (vi) Except where the failure of any of the following representations to be correct in all material respects could not reasonably be expected to have a Material Adverse Effect, no termination proceeding, claim (other than a benefits claim in the ordinary course of a Single Employer Plan has occurred or business), lawsuit and/or investigation is reasonably expected existing or, to occur. No Lien against the best knowledge of the Borrower after due inquiry, threatened concerning or involving any Commonly Controlled Entity (A) employee welfare benefit plan (as defined in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 3(1) of ERISA) has occurred currently maintained or is reasonably expected contributed to occur with respect to by the Borrower, any Planof its Subsidiaries or any of their ERISA Affiliates, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete (B) Pension Plan or partial withdrawal from any Canadian Pension Plan or (C) Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Canadian Multiemployer Plans as of the valuation date most closely preceding the date on which this representation is made or deemed made, except, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse EffectPlan.

Appears in 6 contracts

Samples: Eighth Amendment and Waiver (AbitibiBowater Inc.), Credit Agreement (AbitibiBowater Inc.), Credit Agreement (Bowater Inc)

ERISA. Neither Each Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a Reportable favorable 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 covering all applicable tax law changes, or is comprised of a master or prototype plan that has received a favorable opinion letter from the Internal Revenue Service, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification). No ERISA Event nor has occurred or is reasonably expected to occur. There exists no Unfunded Pension Liability with respect to any Plan. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer Plan. There are no actions, suits or claims pending against or involving a failure Plan (other than routine claims for benefits) or, to satisfy the minimum funding standard knowledge of the Borrower, any of its Subsidiaries or any ERISA Affiliate, threatened in writing, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in liability to the Borrower or any of its Subsidiaries. The Borrower, each of its Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, by the terms of such Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions to a Plan or Multiemployer Plan. No Plan which is subject to Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred applied for or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination received an extension of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (amortization period within the meaning of Section 4975 412 of the Code or Section 406 303 or 304 of ERISA. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as to become subject to the provisions of Section 4068(a) has occurred of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or is reasonably expected to occur with respect ceased making contributions to any PlanPlan subject to Section 4064(a) of ERISA to which it made contributions. Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effectliability to the Borrower or any of its Subsidiaries. No failure All contributions required to make a required contribution be made with respect to a Multiemployer Non-U.S. Plan have been timely made. Neither the Borrower nor any of its Subsidiaries has occurred incurred any obligation in connection with the termination of, or is reasonably expected to occurwithdrawal from, except as could not reasonably be expected to have a Material Adverse Effectany Non-U.S. Plan. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 The present value of the Code accrued benefit liabilities (whether or Section 305 not vested) under each Non-U.S. Plan, determined as of ERISA)the end of the Borrower’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, except as could did not reasonably be expected exceed the current value of the assets of such Non-U.S. Plan allocable to have a Material Adverse Effectsuch benefit liabilities.

Appears in 6 contracts

Samples: Term Loan Agreement (Sila Realty Trust, Inc.), Revolving Credit Agreement (Sila Realty Trust, Inc.), Term Loan Agreement (Sila Realty Trust, Inc.)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer (a) Each Plan is in compliance in all respects with the applicable provisions of ERISA and ERISA, the Code and other Federal or state laws except where such Reportable Event, failure, or non-compliance could to the extent that noncompliance would not reasonably be expected to have a Material Adverse Effect. No withdrawal Each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter (or an opinion letter upon which the Borrower is entitled to rely) from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the trust related thereto has been determined by the Borrower or any Commonly Controlled Entity Internal Revenue Service to be exempt from a Single Employer Plan subject to federal income tax under Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2501(a) of ERISA) the Code or a cessation of operations that is treated as an application for such a withdrawal under Section 4062(e) letter is currently being processed by the Internal Revenue Service. To the knowledge of ERISA the Borrower, nothing has occurred that would prevent, or is reasonably expected cause the loss of, such tax-qualified status. (b) There are no pending or, to occurthe knowledge of the Borrower, except as threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could not be reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, There has been no termination of a Single Employer Plan has occurred prohibited transaction or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor violation of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur fiduciary responsibility rules with respect to any Plan, except as Plan that has resulted or could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. . (i) No failure to make a required contribution to a Multiemployer Plan ERISA Event has occurred and the Borrower is not aware of any fact, event or is reasonably expected to occur, except as circumstance that could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate is in Reorganization or Insolvent or material compliance with the applicable requirements under the Pension Funding Rules in “endangered” or “critical” status (within the meaning respect of Section 432 each Pension Plan, and no waiver of the Code minimum funding standards under the Pension Funding Rules has been applied for or Section 305 obtained; (iii) (A) as of ERISA)the most recent valuation date for any Pension Plan, except as the final actuarially-certified funding target attainment percentage is sixty percent (60%) or higher and (B) neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that could not reasonably be expected to cause the final actuarially-certified funding target attainment percentage for any such plan to drop below sixty percent (60%) as of the most recent valuation date, in each case, as determined under Section 430 of the Code and taking into account any exceptions, actuarial assumptions, extensions of such date and supplemental or additional contributions provided for in or permitted to be considered by Section 430 or the regulations promulgated thereunder; (iv) neither the Borrower nor any ERISA Affiliate has incurred any material liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a Material Adverse Effecttransaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and to the Borrower’s knowledge, no event or circumstance has occurred that could reasonably be expected to cause the PGBC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

Appears in 6 contracts

Samples: 364 Day Credit Agreement (Autozone Inc), Credit Agreement (Autozone Inc), 364 Day Credit Agreement (Autozone Inc)

ERISA. Neither a Reportable Event nor a (a) Each Plan is in compliance in form and operation with its terms and with ERISA and the Code (including the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except where any failure to satisfy comply, individually or in the minimum funding standard aggregate, would not reasonably be expected to result in a Material Adverse Effect. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable tax law changes or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification), other than, in each case, as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred, or is reasonably expected to occur, other than as would not reasonably be expected to result in a Material Adverse Effect. (b) There exists no material Unfunded Pension Liability with respect to any Plan, except as would not reasonably be expected to result in a Material Adverse Effect. (c) No Loan Party or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make contributions to any Multiemployer Plan, other than as would not reasonably be expected to result in a Material Adverse Effect. (d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrower, any Loan Party or any ERISA Affiliate, threatened, which have resulted or would reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect. (e) Each Loan Party and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any contract or agreement requiring contributions to a Plan or Multiemployer Plan save where any failure to comply, individually or in the aggregate, has not resulted and would not reasonably be expected to result in a Material Adverse Effect. (f) No Plan which is subject to Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred applied for or is reasonably expected to occurreceived an extension of any amortization period, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 412 of the Code or Section 406 302 or 304 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably ERISA other than where such extension 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure Loan Party or any ERISA Affiliate has ceased operations at a facility so as to make become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a required contribution substantial employer so as to a Multiemployer become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan has occurred or is reasonably expected subject to occurSection 4064(a) of ERISA to which it made contributions, except other than as could would not reasonably be expected to have result in a Material Adverse Effect. No such Multiemployer Plan is in Reorganization Loan Party or Insolvent any ERISA Affiliate have incurred or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), reasonably expect to incur any liability to PBGC except as could has not resulted in and would not reasonably be expected to have result in a Material Adverse Effect, and no Lien imposed under the Code or ERISA on the assets of any Loan Party or any ERISA Affiliate exists or, to the knowledge of the Borrower, is likely to arise on account of any Plan other than as would not reasonably be expected to result in a Material Adverse Effect. None of the Loan Parties or any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA, other than as would not reasonably be expected to result in a Material Adverse Effect. (g) Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as has not resulted in and would not reasonably be expected to result in a Material Adverse Effect. All contributions required to be made with respect to a Non-U.S. Plan have been timely made, except as has not resulted in and would not reasonably be expected to result in a Material Adverse Effect. Neither Parent nor any of its Restricted Subsidiaries has incurred any material obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan, other than as would not reasonably be expected to result in a Material Adverse Effect. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan, determined as of the end of the Non-U.S. Plan’s 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 Non-U.S. Plan allocable to such benefit liabilities, except as would not reasonably be expected to result in a Material Adverse Effect.

Appears in 6 contracts

Samples: Revolving Credit and Guaranty Agreement (Coupang, Inc.), Revolving Credit and Guaranty Agreement (DoorDash, Inc.), Revolving Credit and Guaranty Agreement (Coupang, Inc.)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance Except for matters that could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year result in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination each Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable 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 covering all applicable tax law changes, or is comprised of a Single Employer Plan master or prototype plan that has received a favorable opinion letter from the Internal Revenue Service, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five yearsotherwise adversely affect such qualification), except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure ERISA Event in respect to make a required contribution to a Multiemployer any Plan has occurred or is reasonably expected to occur. There exists no Unfunded Pension Liability with respect to any Plan. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate, in respect to any Plan of the Borrower or any of its Subsidiaries, is making or accruing an obligation to make contributions, or has, within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer Plan. There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrower, any of its Subsidiaries or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect. The Borrower, each of its Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, by the terms of such Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions to a Plan or Multiemployer Plan, except as could not reasonably be expected to have result in a Material Adverse Effect. No such Multiemployer Plan which is in Reorganization subject to Section 412 of the Code or Insolvent Section 302 of ERISA has applied for or in “endangered” or “critical” status (received an extension of any amortization period within the meaning of Section 432 412 of the Code or Section 305 303 or 304 of ERISA), except as could not reasonably be expected to result in a Material Adverse Effect. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions, except as could not reasonably be expected to result in a Material Adverse Effect.

Appears in 6 contracts

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

ERISA. Neither a Reportable Event nor a failure (a) Each Employee Benefit Plan that is intended to satisfy the minimum funding standard qualify under Section 412 401 of the Code or Section 302 of ERISA(i) (x) has received a favorable determination letter, whether or not waived has occurred or is reasonably expected subject to occur with respect to any Single Employer Plana favorable opinion letter, and each Single Employer Plan and Multiemployer from the IRS indicating that such Employee Benefit Plan is in compliance in all respects with so qualified and any trust created under any Employee Benefit Plan is exempt from tax under the applicable provisions of ERISA and Section 501 of the Code except where such Reportable EventCode, failure, or non-compliance could not reasonably be expected (y) is substantially similar to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (an “employee benefit plan” as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e3(3) of ERISA that is, or was, sponsored, maintained, or contributed to by a former ERISA Affiliate that received such a favorable determination letter or opinion letter prior to the Spinoff, or (z) is the subject of an application for such a favorable determination letter or opinion letter that is currently being processed by the IRS, and (ii) to the knowledge of the Borrower, nothing has occurred subsequent to the issuance of such determination or is reasonably expected opinion letter, as applicable, which would cause such Employee Benefit Plan to occur, except as could not reasonably be expected lose its qualified status or that would cause such trust to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occurtax, except as could not reasonably be expected to have a Material Adverse Effect. No where such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as failures could not reasonably be expected to have a Material Adverse Effect. (b) The Borrower, each of its Subsidiaries, each Guarantor and each of their respective ERISA Affiliates is in material compliance with all applicable provisions and requirements of ERISA, the Code and applicable Employee Benefit Plan provisions with respect to each Employee Benefit Plan except for non-compliances that would not reasonably be expected to have a Material Adverse Effect. (c) There has been no, nor is there reasonably expected to occur, any ERISA Event other than those that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (d) Except (i) to the extent required under Section 4980B of the Code or similar state laws, and (ii) with respect to which the aggregate liability, calculated on a FAS 106 basis as of December 31, 2014, does not exceed $150,000,000, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) to any retired or former employees, consultants or directors (or their dependents) of the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates.

Appears in 6 contracts

Samples: Credit Agreement (BWX Technologies, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.), Credit Agreement (Babcock & Wilcox Enterprises, Inc.)

ERISA. Neither The Borrower shall, and shall cause each Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates to, promptly pay and discharge all obligations and liabilities arising under ERISA of a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code character which if unpaid or Section 302 of ERISA, whether or not waived has occurred or is unperformed could reasonably be expected to occur (i) with respect to any Single Employer Loan Party or Unencumbered Pool Property Subsidiary, result in the imposition of a Lien against any of its Property or (ii) with respect to all other Subsidiaries, have a Material Adverse Effect. The Borrower shall, and shall cause AF REIT and each Subsidiary to, and shall use commercially reasonable efforts to cause each of its Unconsolidated Affiliates to, promptly notify the Administrative Agent and each Lender of: (a) the occurrence of any reportable event (as defined in Section 4043 of ERISA) with respect to a Plan, (b) receipt of any notice from the PBGC of its intention to seek termination of any Plan or appointment of a trustee therefor, (c) its intention to terminate or withdraw from any Plan, and each Single Employer (d) the occurrence of any event with respect to any Plan and Multiemployer Plan is which would result in compliance in all respects with the applicable provisions of ERISA and incurrence by AF REIT, the Code except where such Reportable EventBorrower, failureany Subsidiary, or nonany Unconsolidated Affiliate of any material liability, fine or penalty, or any material increase in the contingent liability of AF REIT, the Borrower, any Subsidiary, or any Unconsolidated Affiliate with respect to any post-compliance could retirement Welfare Plan benefit; provided that with respect to any Subsidiary that is not a Loan Party or an Unencumbered Pool Property Subsidiary, such notice shall only be required, in each case, to the extent such event would reasonably be expected to have a Material Adverse Effect. No withdrawal by the The Borrower shall not, and shall not permit AF REIT or any Commonly Controlled Entity from a Single Employer Plan subject Subsidiary to, and shall use commercially reasonable efforts to Section 4063 cause each of ERISA during a its Unconsolidated Affiliates not to, permit any of its respective assets to become or be deemed to be “plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (assets” within the meaning of Section 4975 of ERISA, the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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 maderespective regulations promulgated thereunder, except, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No where such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not event would reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Necessity Retail REIT, Inc.), Credit Agreement (American Finance Trust, Inc), Credit Agreement (American Finance Trust, Inc)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 (i) There are no Unfunded Liabilities in excess of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur $2,500,000 (A) with respect to Parent or any Single Employer Plan, of its Restricted Subsidiaries and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code (B) except where such Reportable Event, failure, or non-compliance could as would not reasonably be expected to have a Material Adverse Effect. No withdrawal , with respect to any ERISA Affiliate; provided that for purposes of this Section 5.11(a)(i)(B) only, Unfunded Liabilities means the amount (if any) by which the projected benefit obligation exceeds the value of the plan’s assets as of its last valuation date using the actuarial assumptions and methods being used by the Borrower or any Commonly Controlled Entity from plan’s actuaries for making such determination. (ii) Each Plan and Employee Benefit Arrangement, other than a Single Employer Plan subject to Section 4063 Multiemployer Plan, complies in all respects with the applicable requirements of ERISA during a plan year and the Code (including pursuant to any applicable correction procedures under applicable Law, as appropriate), and each of Parent and each of its Restricted Subsidiaries complies in all respects with the applicable requirements of ERISA and the Code with respect to all Multiemployer Plans to which it was a substantial employer (as defined contributes, except, in Section 4001(a)(2) of ERISA) or a cessation of operations each case, to the extent that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected the failure to occur, except as could comply therewith would not reasonably be expected to have a Material Adverse Effect. . (iii) Except as could would not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) ERISA Event has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. . (iv) Neither the Borrower Parent nor any Commonly Controlled Entity of its Restricted Subsidiaries: (A) is or has had been within the last six years a complete party to any Multiemployer Plan; or partial withdrawal (B) has completely or partially withdrawn from any Multiemployer Plan and neither the Borrower Plan. (v) Neither Parent nor any Commonly Controlled Entity reasonably would become subject of its Restricted Subsidiaries has any contingent liability with respect to any liability postretirement benefit 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, in each case, for any liability a Welfare Plan that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals PLC)

ERISA. Neither Promptly upon a Reportable Event nor Responsible Officer of Borrower obtaining knowledge thereof, Borrower will deliver to the Administrative Agent a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is written notice setting forth in compliance in all respects with the applicable provisions of ERISA reasonable detail such occurrence and the Code except where action, if any, that Borrower, any Restricted Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given or filed by Borrower, such Reportable Event, failure, Restricted Subsidiary or non-compliance could not reasonably be expected the Plan administrator or such ERISA Affiliate to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of with the PBGC or a Single Employer any other Governmental Authority, the Multiemployer Plan sponsor or a Plan participant and any notices received by Borrower, such Restricted Subsidiary or such ERISA Affiliate from the PBGC or any other Governmental Authority, the Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have sponsor or a Material Adverse Effect. No non-exempt prohibited transaction Plan participant with respect thereto: that (within the meaning of Section 4975 of the Code or Section 406 of ERISAa) an ERISA Event has occurred or that is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure ; (b) there has been an increase in Unfunded Pension Liabilities since the most recent date the representations hereunder are given, or from any prior notice, as applicable, in either case, which is reasonably expected to make result in a required contribution Material Adverse Effect; (c) there has been an increase in the estimated withdrawal liability under Section 4201 of ERISA, if Borrower, any Restricted Subsidiary of Borrower and the ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans which is reasonably expected to result in a Material Adverse Effect; (d) Borrower, any Restricted Subsidiary of Borrower or any ERISA Affiliate adopts, or commences contributions to, any Plan subject to Section 412 of the Code, or adopts any amendment to a Multiemployer Plan subject to Section 412 of the Code which is reasonably expected to result in a Material Adverse Effect; (e) a contribution required to be made with respect to a Foreign Pension Plan has occurred not been timely made which failure is reasonably likely to result in a Material Adverse Effect; or (f) a Foreign Pension Plan has been or is reasonably expected to occurbe terminated, except as could not reorganized, partitioned, or declared insolvent, and such event is reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is result in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp)

ERISA. Neither a Reportable Event No Credit Party nor a failure any Subsidiary is party to satisfy the minimum funding standard under Section 412 any Plan as of the Code Closing Date, except as may be set forth on Schedule 8.23, and as to each such Plan (if any) in existence on the Closing Date and set forth on Schedule 8.23, except as set forth on Schedule 8.23: (a) Except as could not, either individually or Section 302 of ERISAin the aggregate, whether or not waived has occurred or is reasonably be expected to occur with respect to any Single Employer Planresult in a Material Adverse Effect, and each Single Employer Plan and Multiemployer Plan is in compliance in all material respects with the applicable provisions of ERISA and ERISA, the Code except where and other Federal and state laws. (b) Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such Reportable Eventa letter is currently being processed by the IRS with respect thereto and, failureto the knowledge of Credit Parties, nothing has occurred which would prevent, or non-compliance cause the loss of, such qualification except as would not reasonably be expected to result in a Material Adverse Effect. (c) Except as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Borrower and ERISA Affiliate has made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. (d) There are no pending or, to the knowledge of Credit Parties, threatened claims, actions, or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or could reasonably be expected to have a Material Adverse Effect. (e) Except as could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower Effect (i) no ERISA Event or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year event described in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) no credit Party or ERISA Affiliate has incurred, except as or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) no Credit Party or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) no Credit Party or ERISA Affiliate has engaged in a transaction that could not reasonably be expected to have a Material Adverse Effect. constitute grounds for the imposition of liability under Section 4069 or 4212(c) of ERISA. (f) No Credit Party or, to each Credit Party’s knowledge, any of its ERISA Affiliates has made any promises of material pension or welfare benefits to employees, except as set forth in any Plan. (g) Except as could not reasonably be expected to have a Material Adverse Effectnot, no termination of a Single Employer Plan has occurred either individually or is reasonably expected to occur. No Lien against in the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five yearsaggregate, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure , no Plan or trust created thereunder, or party in interest (as defined in Section 3(14) of ERISA, or any fiduciary (as defined in Section 3(21) of ERISA), has engaged in a “prohibited transaction” (as such term is defined in Section 406 of ERISA or Section 4975 of the Code) which would subject such Plan or any other Plan of any Borrower or any of its ERISA Affiliates, any trust created thereunder, or any such party in interest or fiduciary, or any party dealing with any such Plan or any such trust to make a required contribution any material penalty or tax on “prohibited transactions” imposed by Section 502 of ERISA or Section 4975 of the Code. (h) With respect to a Multiemployer Plan has occurred or is reasonably expected to occurany Foreign Plan, and except as could not not, either individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. No such Multiemployer Plan is in Reorganization , (i) all employer and employee contributions required by law or Insolvent or in “endangered” or “critical” status (within by the meaning of Section 432 terms of the Code Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or Section 305 the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) it has been registered as required and has been maintained in good standing with applicable regulatory authorities. (i) No Credit Party, nor any of ERISA)its Subsidiaries, except as could is (and will not reasonably be expected to have be) a Material Adverse EffectPlan.

Appears in 5 contracts

Samples: Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.), Credit Agreement (Forbes Energy Services Ltd.)

ERISA. Neither (i) Each Plan is in compliance with the applicable provisions of ERISA, the Code and applicable Federal laws except for any such noncompliance that would not result in a Reportable Event nor Material Adverse Effect. Each Plan that is intended to qualify under Section 401(a) of the Code has received a failure favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to satisfy the minimum knowledge of any Borrower, nothing has occurred which would reasonably be expected to cause the loss of, such qualification. Each Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding standard under waiver or an extension of any amortization period pursuant to Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur been made with respect to any Single Employer Plan. (ii) There are no pending or, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with to the applicable provisions knowledge of ERISA and the Code except where such Reportable Eventany Borrower, failureovertly threatened claims, actions or lawsuits, or non-compliance action by any Governmental Authority, with respect to any Plan that could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower There has been no prohibited transaction or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor violation of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur fiduciary responsibility rules with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity Plan that has had a complete resulted or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. . (iii) (A) No failure to make a required contribution to a Multiemployer Plan ERISA Event has occurred or is reasonably expected to occuroccur that would have a Material Adverse Effect; (B) as of the first day of the most recent plan year of a Pension Plan for which the sponsor of the Pension Plan has received an actuarial valuation report, except as no Pension Plan has any Unfunded Pension Liability that could not reasonably be expected to have a Material Adverse Effect. No ; (C) neither any Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA) that would have a Material Adverse Effect; (D) neither any the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as that could not reasonably be expected to have a Material Adverse Effect; and (E) neither any Borrower nor any ERISA Affiliate has knowingly engaged in a transaction that would be reasonably expected to be subject to Section 4069 or 4212(c) of ERISA.

Appears in 5 contracts

Samples: Credit Agreement, Credit Agreement (Smucker J M Co), Credit Agreement (Smucker J M Co)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2i) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination each Benefit Arrangement is in compliance with the applicable provisions of a Single Employer ERISA, the Internal Revenue Code and other Applicable Laws in all material respects. Each Qualified Plan and each Plan has occurred received a favorable determination from the Internal Revenue Service, or has timely filed for a favorable determination letter from the Internal Revenue Service or is reasonably expected maintained under a prototype plan and may rely upon a favorable opinion letter issued by the Internal Revenue Service with respect to occursuch prototype plan. No Lien against To the Borrower or any Commonly Controlled Entity in favor best knowledge of the PBGC Borrower, nothing has occurred which would cause the loss of its reliance on each Qualified Plan’s and each Plan’s favorable determination letter or opinion letter. (ii) With respect to any Benefit Arrangement that is a Single Employer Plan or a Multiemployer Plan has arisen during retiree welfare benefit arrangement, all amounts have been accrued on the past five years, except applicable ERISA Group’s financial statements in accordance with FASB ASC 715. The “benefit obligation” of all Plans does not exceed the “fair market value of plan assets” for such Plans by more than $10,000,000 all as determined by and with such terms defined in accordance with FASB ASC 715. (iii) Except as could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect. No : (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the knowledge of any Responsible Officer of the Parent or the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) no member of the ERISA Group has engaged in a non-exempt prohibited transaction (within the meaning transaction,” as defined in Section 406 of ERISA and Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur Internal Revenue Code, in connection with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor that would subject any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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 member of the valuation date most closely preceding the date on which this representation is made or deemed made, except, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution ERISA Group to a Multiemployer Plan has occurred tax on prohibited transactions imposed by Section 502(i) of ERISA or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 4975 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse EffectInternal Revenue Code.

Appears in 5 contracts

Samples: Credit Agreement (American Homes 4 Rent, L.P.), Amendment No. 1 to Amended and Restated Credit Agreement (American Homes 4 Rent, L.P.), Credit Agreement (American Homes 4 Rent, L.P.)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 (a) Each of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, Parent and each Single Employer Plan and Multiemployer Plan its ERISA Affiliates is in compliance in all respects with the applicable provisions of ERISA and the provisions of the Code except where such Reportable Event, failure, or relating to Pension Plans and Multiemployer Plans and the regulations and published interpretations thereunder and any similar applicable non-compliance could U.S. law, except for such noncompliance that would not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA Reportable Event has occurred or is reasonably expected to occur, except as could during the past five years other than a Reportable Event that would not reasonably be expected to have a Material Adverse Effect. Except The excess of the present value of all benefit liabilities under each Pension Plan (based on the assumptions used to determine required minimum contributions under Section 412 of the Code with respect to such Pension Plan), over the value of the assets of such Pension Plan, determined as could of the most recent annual valuation date applicable thereto for which a valuation has been completed, would not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against and the Borrower or any Commonly Controlled Entity in favor excess of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during present value of all benefit liabilities of all underfunded Pension Plans (based on the past five yearsassumptions used to determine required minimum contributions under Section 412 of the Code with respect to each such Pension Plan), except over the value of the assets of all such under funded Pension Plans, determined as could of the most recent annual valuation dates applicable thereto for which valuations have been completed, would not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (None of the Parent or its ERISA Affiliates has received any written notification that any Multiemployer Plan is insolvent or has been terminated within the meaning of Section 4975 of the Code or Section 406 Title IV of ERISA) , or has occurred or knowledge that any Multiemployer Plan is reasonably expected to occur be insolvent or to be terminated, where such insolvency or termination has had or would reasonably be expected to have, through increases in the contributions required to be made to such Multiemployer Plan or otherwise, a Material Adverse Effect. (b) Each of the Parent and the ERISA Affiliates is in compliance (i) with all applicable provisions of law and all applicable regulations and published interpretations thereunder with respect to any Plan, except as could not reasonably be expected to have employee pension benefit plan governed by the laws of a Material Adverse Effect. Neither jurisdiction other than the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan United States and neither (ii) with the Borrower nor any Commonly Controlled Entity reasonably 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 as of the valuation date most closely preceding the date on which this representation is made or deemed madeplan, except, in each case, for any liability such noncompliance that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could would not reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Purchase and Sale Agreement (Lamar Media Corp/De), Purchase and Sale Agreement (Lamar Media Corp/De), Purchase and Sale Agreement (Lamar Media Corp/De)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could (i) Except as would not reasonably be expected to have a Material Adverse Effect. No withdrawal by expected, individually or in the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occuraggregate, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination each Benefit Arrangement is in compliance with the applicable provisions of a Single Employer ERISA, the Internal Revenue Code and other Applicable Laws. Each Qualified Plan has occurred received a favorable determination or is reasonably expected entitled to occur. No Lien against rely on a currently-effective prototype opinion letter from the Internal Revenue Service or a timely application for such letter is currently being processed by the Internal Revenue Service with respect thereto and, to the knowledge of the Borrower, nothing has occurred which would prevent any Qualified Plan from being qualified under Section 401(a) of the Internal Revenue Code or cause the loss of such qualification. (ii) The Borrower represents that, with respect to any Benefit Arrangement maintained by Xxxxxx REIT or the Borrower or any Commonly Controlled Entity that is a retiree welfare benefit arrangement, all amounts have been accrued on Xxxxxx REIT’s financial statements in favor accordance with FASB ASC 715. The “benefit obligation” of all Plans does not exceed the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except “fair market value of plan assets” for such Plans by more than $15,000,000 all as could determined by and with such terms defined in accordance with FASB ASC 715. (iii) Except as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect. No : (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending, or to the best knowledge of the Borrower, threatened, claims, actions or lawsuits or other action by any Governmental Authority, plan participant or beneficiary with respect to a Benefit Arrangement; (iii) there are no violations of the fiduciary responsibility rules with respect to any Benefit Arrangement; and (iv) neither the Borrower nor Xxxxxx REIT has engaged in a non-exempt prohibited transaction (within the meaning transaction,” as defined in Section 406 of ERISA and Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur Internal Revenue Code, in connection with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither that would subject Xxxxxx REIT or the Borrower nor any Commonly Controlled Entity has had to a complete tax on prohibited transactions imposed by Section 502(i) of ERISA or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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 4975 of the valuation date most closely preceding the date on which this representation is made or deemed made, except, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse EffectInternal Revenue Code.

Appears in 5 contracts

Samples: Term Loan Credit Agreement (Hudson Pacific Properties, L.P.), Term Loan Credit Agreement (Hudson Pacific Properties, L.P.), Credit Agreement (Hudson Pacific Properties, L.P.)

ERISA. Neither Except , in each case, as could not, individually or in the aggregate, reasonably be expected to result in liability to the Borrowers and their Subsidiaries in an aggregate amount exceeding $7,500,000, each Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a Reportable favorable 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 covering all applicable tax law changes, or is comprised of a master or prototype plan that has received a favorable opinion letter from the Internal Revenue Service, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification). No ERISA Event nor has occurred or is reasonably expected to occur. There exists no Unfunded Pension Liability with respect to any Plan. None of the Borrowers, any of their Subsidiaries or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer Plan. There are no actions, suits or claims pending against or involving a failure Plan (other than routine claims for benefits) or, to satisfy the minimum funding standard knowledge of any Borrower, any of their Subsidiaries or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in liability to any Borrower or any of their Subsidiaries. Each Borrower, each of their Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, by the terms of such Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions to a Plan or Multiemployer Plan. No Plan which is subject to Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred applied for or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination received an extension of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (amortization period within the meaning of Section 4975 412 of the Code or Section 406 303 or 304 of ERISA. None of the Borrowers, any of their Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as to become subject to the provisions of Section 4068(a) has occurred of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or is reasonably expected to occur with respect ceased making contributions to any PlanPlan subject to Section 4064(a) of ERISA to which it made contributions. Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effectliability to any Borrower or any of their Subsidiaries. No failure All contributions required to make a required contribution be made with respect to a Multiemployer Non-U.S. Plan have been timely made. Neither the Borrowers nor any of their Subsidiaries has occurred incurred any obligation in connection with the termination of, or is reasonably expected to occurwithdrawal from, except as could not reasonably be expected to have a Material Adverse Effectany Non-U.S. Plan. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 The present value of the Code accrued benefit liabilities (whether or Section 305 not vested) under each Non-U.S. Plan, determined as of ERISA)the end of the Borrowers’ most recently ended fiscal year on the basis of reasonable actuarial assumptions, except as could did not reasonably be expected exceed the current value of the assets of such Non-U.S. Plan allocable to have a Material Adverse Effectsuch benefit liabilities.

Appears in 4 contracts

Samples: Revolving Credit and Term Loan Agreement (Fox Factory Holding Corp), Revolving Credit and Term Loan Agreement (Fox Factory Holding Corp), Revolving Credit Agreement (Fox Factory Holding Corp)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer (a) Each Plan is in compliance in all respects form and operation with the applicable provisions of its terms and with ERISA and the Code (including without limitation the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except where such Reportable Event, failure, or non-compliance could not reasonably be expected any failure to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably comply 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure Each Plan (and each related trust, if any) which is intended to make be qualified under Section 401(a) of the Code has received a required contribution favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable tax law changes or is comprised of a Multiemployer Plan master or prototype plan that has received a favorable opinion letter from the IRS, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification). No ERISA Event has occurred, or is reasonably expected to occur, other than as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. (b) There exists no Unfunded Pension Liability with respect to any Plan, except as could would not reasonably be expected to result in a Material Adverse Effect. (c) None of the Borrower, any Subsidiary or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make contributions to any Multiemployer Plan. (d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrower, any Subsidiary or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect. (e) The Borrower, its Subsidiaries and its ERISA Affiliates have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any contract or agreement requiring contributions to a Plan or Multiemployer Plan save where any failure to comply, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. (f) No Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of any amortization period, within the meaning of Section 412 of the Code or Section 302 or 304 of ERISA. The Borrower, any Subsidiary, and any ERISA Affiliate have not ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions. None of the Borrower, any Subsidiary or any ERISA Affiliate have incurred or reasonably expect to incur any liability to PBGC except as would not reasonably be expected to result in material liability, save for any liability for premiums due in the ordinary course or other liability which would not reasonably be expected to result in material liability, and no lien imposed under the Code or ERISA on the assets of the Borrower or any Subsidiary or any ERISA Affiliate exists or, to the knowledge of the Borrower, is likely to arise on account of any Plan. None of the Borrower, any Subsidiary or any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (g) Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as would not reasonably be expected to result in a Material Adverse Effect. No such Multiemployer All contributions required to be made with respect to a Non-U.S. Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA)have been timely made, except as could would not reasonably be expected to have result in a Material Adverse Effect. Neither the Borrower nor any of its Subsidiaries has incurred any material obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan, determined as of the end of the Borrower’s 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 Non-U.S. Plan allocable to such benefit liabilities, except as would not reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Revolving Credit Agreement (Netflix Inc), Revolving Credit Agreement (Netflix Inc), Revolving Credit Agreement (Netflix Inc)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, EnergySolutions and each Single Employer Plan Subsidiary and Multiemployer Plan is each of their respective Plans are in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable EventCode, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by including Section 4980 B of the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occurCode, except as could not reasonably be expected to have a Material Adverse EffectChange. Except as could not reasonably be expected Neither Parent nor any of its Subsidiaries has incurred any accumulated funding deficiency within the meaning of Section 412 of the Code with respect to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occurany Plan. No Lien against ERISA Affiliate has incurred any accumulated funding deficiency within the Borrower or any Commonly Controlled Entity in favor meaning of Section 412 of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five yearsCode with respect to any ERISA Affiliate Plan, except as could not reasonably be expected to have a Material Adverse EffectChange. No nonReportable Event, for which the 30-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) day notice requirement has not been waived, has occurred or and is reasonably expected to occur continuing with respect to any Plan, except as could not reasonably be expected to have result in a Material Adverse EffectChange. Neither the Borrower nor any Commonly Controlled Entity has had a complete No Plan or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject to any liability under ERISA if the Borrower trust created thereunder, or party in interest (as defined in Section 3(14) of ERISA), or any fiduciary (as defined in Section 3(21) of ERISA), has engaged in a “prohibited transaction” (as such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as term is defined in Section 406 of ERISA or Section 4975 of the valuation date most closely preceding Code) which would reasonably be expected to subject Parent or any of its Subsidiaries to a tax or penalty in any amount on “prohibited transactions” imposed by Section 502 of ERISA or Section 4975 of the date on which this representation is made Code or deemed madean obligation to indemnify any other person for such tax or penalty, except, in each case, for any liability that except as could not reasonably be expected to result in a Material Adverse EffectChange. No failure None of EnergySolutions, any Subsidiary or any of their ERISA Affiliates (i) has incurred or reasonably expects to make a required contribution incur any liability with respect to a withdrawal from any Multiemployer Plan has occurred or is reasonably expected to occurPlan, except as could not reasonably be expected to have a Material Adverse Effect. No such Change, or (ii) has received any notice concerning a determination that a Multiemployer Plan is, or is in Reorganization or Insolvent expected to be, insolvent or in “endangered” or “critical” status (reorganization, within the meaning of Section 432 of the Code or Section 305 Title IV of ERISA), except as could not reasonably be expected to have a Material Adverse EffectChange.

Appears in 4 contracts

Samples: Amendment Agreement (EnergySolutions, Inc.), Amendment Agreement (EnergySolutions, Inc.), Credit Agreement (EnergySolutions, Inc.)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 One or more of the Code or Section 302 of ERISAfollowing events shall have occurred that, whether or not waived has occurred or is reasonably expected to occur when taken together with respect to any Single Employer Planall other such events that have occurred, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by : (i) any Plan shall fail to satisfy the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 minimum funding standards of ERISA during a or the Code for any plan year in which it was or part thereof or a substantial employer (as defined in waiver of such standards or extension of any amortization period is sought or granted under Section 4001(a)(2) 412 or 430 of the Code or Section 302 or 303 of ERISA, (ii) the termination of any Plan occurs or a cessation notice of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred intent to terminate any Plan shall have been or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of filed with the PBGC or the PBGC shall have instituted proceedings under Section 4042 of ERISA to terminate or appoint a Single Employer trustee to administer any Plan or the PBGC shall have notified any Group Member or any ERISA Affiliate that a Multiemployer Plan has arisen during the past five yearsmay become a subject of any such proceedings, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (iii) there is any aggregate “amount of unfunded benefit liabilities” (within the meaning of Section 4975 of the Code or Section 406 4001(a)(18) of ERISA) has occurred under all Plans, determined in accordance with Title IV of ERISA, (iv) any Group Member or any ERISA Affiliate shall have incurred or is reasonably expected to occur with respect incur any liability pursuant to Title I or IV of ERISA (other than to make contributions on a timely basis to satisfy the minimum funding standards of ERISA or to pay required premiums on a timely basis to the PBGC) or the penalty or excise tax provisions of the Code relating to employee benefit plans, (v) any Plan, except as could not reasonably be expected Group Member or any ERISA Affiliate fails to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete make required contributions to or partial withdrawal withdraws from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability receives notice that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred is, or is reasonably expected to occurbe, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization “critical” or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA, (vi) any Group Member establishes or amends any employee welfare benefit plan that provides post employment welfare benefits in a manner that would increase the liability of any Group Member thereunder, (vii) any Plan is in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code), except as could not reasonably be expected (viii) any Reportable Event has occurred or (ix) the imposition of a Lien pursuant to have Section 430(k) of the Code or Section 303(k) of ERISA or a Material Adverse Effectviolation of Section 436 of the Code with respect to any Plan occurs.

Appears in 4 contracts

Samples: Continuing Covenant Agreement, Continuing Covenant Agreement (SemGroup Corp), Credit Agreement (SemGroup Corp)

ERISA. Neither Except as would not have a Reportable Material Adverse Effect: (a) Each Plan is in material compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. (b) Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable 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 covering all applicable tax law changes, or is comprised of a master or prototype plan that has received a favorable opinion letter from the Internal Revenue Service, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification). (c) No ERISA Event nor has occurred or is reasonably expected to occur. (d) There exists no Unfunded Pension Liability with respect to any Plan. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer Plan. (e) There are no actions, suits or claims pending against or involving a failure Plan (other than routine claims for benefits) or, to satisfy the minimum funding standard knowledge of the Borrower, any of its Subsidiaries or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in liability to the MLP or any of its Subsidiaries. (f) The Borrower, each of its Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, by the terms of such Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions to a Plan or Multiemployer Plan. (g) No Plan which is subject to Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred applied for or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination received an extension of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (amortization period within the meaning of Section 4975 412 of the Code or Section 406 303 or 304 of ERISA. (h) has occurred None of the Borrower, any of its Subsidiaries or is reasonably expected any ERISA Affiliate have ceased operations at a facility so as to occur with respect become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any PlanPlan subject to Section 4064(a) of ERISA to which it made contributions. (i) Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure liability to make a the MLP or any of its Subsidiaries. (j) All contributions required contribution to be made with respect to a Multiemployer Non-U.S. Plan have been timely made. (k) Neither the MLP nor any of its Subsidiaries has occurred incurred any obligation in connection with the termination of, or is reasonably expected to occurwithdrawal from, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status any Non-U.S. Plan. (within the meaning of Section 432 l) The present value of the Code accrued benefit liabilities (whether or Section 305 not vested) under each Non-U.S. Plan, determined as of ERISA)the end of the Borrower’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, except as could did not reasonably be expected exceed the current value of the assets of such Non-U.S. Plan allocable to have a Material Adverse Effectsuch benefit liabilities.

Appears in 4 contracts

Samples: Revolving Credit Agreement, Revolving Credit Agreement (Arc Logistics Partners LP), Revolving Credit Agreement (Arc Logistics Partners LP)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or (a) Except as would not waived has occurred or is reasonably be expected to occur with respect to any Single Employer Planresult in a Material Adverse Effect, and each Single Employer Plan and Multiemployer Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, and other federal and state laws. Except as would not reasonably be expected to result in a Material Adverse Effect, each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of Obligors, nothing has occurred which would prevent, or cause the loss of, such qualification. Each Obligor and ERISA Affiliate has met all applicable requirements under the Code, ERISA and the Code except where such Reportable EventPension Protection Act of 2006, failureand no application for a waiver of the minimum funding standards or an extension of any amortization period has been made with respect to any Plan. (b) There are no pending or, to the knowledge of Obligors, threatened claims, actions or lawsuits, or non-compliance action by any Governmental Authority, with respect to any Plan that could not reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or could reasonably be expected to have a Material Adverse Effect. No withdrawal by Obligor is or will be using "plan assets" (within the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 meaning of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(23(42) or otherwise) of ERISAone or more Benefit Plans with respect to its entrance into, participation in, administration of and performance of the Loans, Letter of Credits, Commitments or Loan Documents. (c) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of No ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan Event has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor As of the PBGC most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and no Obligor or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as ERISA Affiliate knows of any reason that such percentage could not reasonably be expected to have a Material Adverse Effectdrop below 60%. No non-exempt prohibited Obligor or ERISA Affiliate has incurred any liability to the PBGC except for the payment of premiums, and no premium payments are due and unpaid. No Obligor or ERISA Affiliate has engaged in a transaction (within the meaning of that could be subject to Section 4975 of the Code 4069 or Section 406 4212(c) of ERISA) . No Pension Plan has occurred been terminated by its plan administrator or is reasonably expected to occur with respect to any Planthe PBGC, except as and no fact or circumstance exists that could not reasonably be expected to have cause the PBGC to institute proceedings to terminate a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject Pension Plan. (d) With respect to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans Foreign Plan, and except as of the valuation date most closely preceding the date on which this representation is made or deemed made, except, in each case, for any liability that could would not reasonably be expected to result in a Material Adverse Effect. No failure to make a , (i) all employer and employee contributions required contribution to a Multiemployer Plan has occurred by law or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within by the meaning of Section 432 terms of the Code Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or Section 305 of ERISA)the book reserve established for any Foreign Plan, except together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) it has been registered as could not reasonably be expected to have a Material Adverse Effectrequired and has been maintained in good standing with applicable regulatory authorities.

Appears in 4 contracts

Samples: Loan and Security Agreement (Rocky Brands, Inc.), Loan and Security Agreement (Rocky Brands, Inc.), Loan and Security Agreement (Rocky Brands, Inc.)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2a) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other U.S. federal or state laws. No failure to make a required contribution to Each Pension Plan (other than a Multiemployer Plan) that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Pension Plan is qualified under Section 401(a) of the Code 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 letter is currently being processed by the Internal Revenue Service or there is still time before such application is required to be submitted to the Internal Revenue Service, and to the best knowledge of a Responsible Officer of the Borrower, nothing has occurred that would prevent or is reasonably expected cause the loss of such tax-qualified status. (b) There are no pending or, to occurthe best knowledge of a Responsible Officer of the Borrower, except as could not threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that would reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization There has been no prohibited transaction or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 violation of the Code fiduciary responsibility rules with respect to any Pension Plan (other than a Multiemployer Plan) that has resulted or Section 305 of ERISA), except could reasonably be expected to result in a Material Adverse Effect. (c) Except as could would not reasonably be expected to have result in a Material Adverse Effect, (i) no ERISA Event has occurred, and no Responsible Officer of the Borrower or any ERISA Affiliate is aware of any fact, event or circumstance that could reasonably be expected to constitute or result in an ERISA Event with respect to any Pension Plan; (ii) the Borrower and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained; (iii) as of the most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is 80% or higher and neither the Borrower nor any ERISA Affiliate knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage for any such plan to drop below 80% as of the most recent valuation date; (iv) neither the Borrower nor any ERISA Affiliate has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; and (vi) no Pension Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that would reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan.

Appears in 4 contracts

Samples: Senior Secured, Super Priority Debtor in Possession Credit Agreement (Pier 1 Imports Inc/De), Credit Agreement (Pier 1 Imports Inc/De), Credit Agreement (Pier 1 Imports Inc/De)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could Except as would not reasonably be expected to have a Material Adverse Effect, each Loan Party, each of its Subsidiaries and each of their respective ERISA Affiliates (i) are in compliance in with all applicable provisions and requirements of ERISA and the IRC and the regulations and published interpretations thereunder with respect to each Plan, and (ii) have performed all their obligations under each Plan. Except as would not reasonably be expected to have a Material Adverse Effect, each Plan which is intended to qualify under Section 401(a) of the IRC has received a favorable determination letter from the Internal Revenue Service indicating that such Plan is so qualified, or is maintained pursuant to a volume submitter or prototype document that is subject to a favorable advisory or opinion letter from the Internal Revenue Service, and nothing has occurred subsequent to the issuance of such determination, advisory or opinion letter, as the case may be, which would cause such Plan to lose its qualified status. Except as would not reasonably be expected to have a Material Adverse Effect, no liability to the PBGC (other than required premium payments), the Internal Revenue Service, any Plan (other than in the ordinary course) or any trust established under Title IV of ERISA has been or is expected to be incurred by any Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates with respect to any Plan. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA Event has occurred or is reasonably expected to occuroccur that has had or would reasonably be expected to have a Material Adverse Effect. Except to the extent required under Section 4980B of the Internal Revenue Code or similar state laws, no Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of any Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates, except as could would not reasonably be expected to have a Material Adverse Effect. Except as could would not reasonably be expected to have a Material Adverse Effect, no termination the present value of a Single Employer the aggregate benefit liabilities under each Pension Plan has occurred sponsored, maintained or is reasonably expected contributed to occur. No Lien against the Borrower by any Loan Party, any of its Subsidiaries or any Commonly Controlled Entity in favor of their respective ERISA Affiliates (determined as of the PBGC or end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Plan) did not exceed the aggregate current fair market value of the assets of such Pension Plan. As of the most recent valuation date for each Multiemployer Plan, the potential liability of any Loan Party, its Subsidiaries and their respective ERISA Affiliates for a Single Employer Plan or a complete withdrawal from such Multiemployer Plan has arisen during (within the past five yearsmeaning of Section 4203 or Section 4205 of ERISA), except as could when aggregated with such potential liability for a complete withdrawal from all Multiemployer Plans, would not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except Except as could would not reasonably be expected to have a Material Adverse Effect. Neither , each Loan Party, each of its Subsidiaries and each of their ERISA Affiliates have complied with the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any requirements of Section 515 of ERISA with respect to each Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution payments to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse EffectPlan.

Appears in 4 contracts

Samples: Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.), First Lien Credit and Guaranty Agreement (RadNet, Inc.)

ERISA. Neither a Reportable (a) No ERISA Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect that would reasonably be expected to any Single Employer Plan, and each Single Employer Plan and Multiemployer result in a Material Adverse Effect. Each Plan is in compliance in all respects form and operation with its terms and with the applicable provisions of ERISA and ERISA, the Code and other applicable law, except where for such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could would not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure , each Plan (and each related trust, if any) which is intended to make be qualified under Section 401(a) of the Code has received a required contribution to a Multiemployer Plan has occurred favorable determination letter from the Internal Revenue Service or is reasonably expected in the form of a prototype document that is the subject of a favorable opinion letter. (b) There exists no Unfunded Pension Liability with respect to occurany Plan, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could would not reasonably be expected to have a Material Adverse Effect. (c) If each of the Borrower, each Subsidiary of the Borrower and each ERISA Affiliate were to withdraw from all Multiemployer Plans in a complete withdrawal as of the date this assurance is given, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. (d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrower or any Subsidiary of the Borrower, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) The Borrower, any Subsidiary of the Borrower and any ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any contract or agreement requiring contributions to a Plan or Multiemployer Plan except where any failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Revolving Credit Agreement, Term Loan Credit Agreement, Revolving Credit Agreement (OCI Partners LP)

ERISA. Neither Each Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a Reportable favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable tax law changes, or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification). No ERISA Event nor has occurred or is reasonably expected to occur. There exists no Unfunded Pension Liability with respect to any Plan. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer Plan. There are no actions, suits or claims pending against or involving a failure Plan (other than routine claims for benefits) or, to satisfy the minimum funding standard Knowledge of the Borrower, any of its Subsidiaries or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in liability to the Borrower or any of its Subsidiaries. The Borrower, each of its Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, by the terms of such Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions to a Plan or Multiemployer Plan. No Plan which is subject to Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred applied for or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination received an extension of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (amortization period within the meaning of Section 4975 412 of the Code or Section 406 303 or 304 of ERISA. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as to become subject to the provisions of Section 4068(a) has occurred of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or is reasonably expected to occur with respect ceased making contributions to any PlanPlan subject to Section 4064(a) of ERISA to which it made contributions. Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effectliability to the Borrower or any of its Subsidiaries. No failure All contributions required to make a required contribution be made with respect to a Multiemployer Non-U.S. Plan have been timely made. Neither the Borrower nor any of its Subsidiaries has occurred incurred any obligation in connection with the termination of, or is reasonably expected to occurwithdrawal from, except as could not reasonably be expected to have a Material Adverse Effectany Non-U.S. Plan. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 The present value of the Code accrued benefit liabilities (whether or Section 305 not vested) under each Non-U.S. Plan, determined as of ERISA)the end of the Borrower’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, except as could did not reasonably be expected exceed the current value of the assets of such Non-U.S. Plan allocable to have a Material Adverse Effectsuch benefit liabilities.

Appears in 4 contracts

Samples: Credit Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Apollo Medical Holdings, Inc.), Credit Agreement (Apollo Medical Holdings, Inc.)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Except as disclosed on Schedule 9.1.18: (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA ERISA, the Code, and other federal and state laws. Each Plan that is intended to qualify under Section 401(a) of the Code except where has received a favorable determination letter from the IRS or an application for such Reportable Eventa letter is currently being processed by the IRS with respect thereto and, failureto the knowledge of Borrowers, nothing has occurred which would prevent, or non-compliance cause the loss of, such qualification. Each Obligor and ERISA Affiliate has made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. (b) There are no pending or, to the knowledge of Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower There has been no prohibited transaction or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor violation of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur fiduciary responsibility rules with respect to any Plan, except as Plan that has resulted in or could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse Effect. (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) no Obligor or ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) no Obligor or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) no Obligor or ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (d) With respect to any Foreign Plan, (i) all employer and employee contributions required by law or by the terms of the Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) it has been registered as required and has been maintained in good standing with applicable regulatory authorities.

Appears in 4 contracts

Samples: Loan and Security Agreement (Houston Wire & Cable CO), Loan and Security Agreement (AGY Holding Corp.), Loan and Security Agreement (Akorn Inc)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 (a) Each of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, Company and each Single Employer Plan and Multiemployer Plan its ERISA Affiliates is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected and the regulations and published interpretations thereunder as they relate to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any each Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither extent that the Borrower nor any Commonly Controlled Entity reasonably failure to do so 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan ERISA Event has occurred or is reasonably expected to occuroccur that, when taken together with all other such ERISA Events, would reasonably be expected to result in a Material Adverse Effect. The present value of all benefit liabilities of all underfunded Plans (determined based on the projected benefit obligation with respect to such underfunded Plans based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the last annual valuation dates applicable thereto, exceed the fair market value of the assets of all such underfunded Plans by an amount that would reasonably be expected to result in a Material Adverse Effect if any such Plan were voluntarily terminated. (b) Each Foreign Pension Plan is in compliance with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan, except as could to the extent that the failure to do so would not reasonably be expected to have result in a Material Adverse Effect. No such Multiemployer Plan is With respect to each Foreign Pension Plan, none of the Company, its Affiliates or any of their respective directors, officers, employees or agents has engaged in Reorganization a transaction that would subject the Company or Insolvent any Subsidiary, directly or indirectly, to a tax or civil penalty that would reasonably be expected, individually or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA)aggregate, except as could to result in a Material Adverse Effect. The aggregate unfunded liabilities with respect to such Foreign Pension Plans would not reasonably be expected to have result in a Material Adverse Effect. The present value of the aggregate accumulated benefit liabilities of all such Foreign Pension Plans (based on those assumptions used to fund each such Foreign Pension Plan) did not, as of the last annual valuation date applicable thereto, exceed the fair market value of the assets held in trust under all such Foreign Pension Plans by an amount that would reasonably be expected to result in a Material Adverse Effect if any such Plan were voluntarily terminated.

Appears in 4 contracts

Samples: 18 Month Delayed Draw Term Loan Agreement (American International Group, Inc.), Term Loan Agreement (American International Group, Inc.), Term Loan Agreement (SAFG Retirement Services, Inc.)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could (i) Except as would not reasonably be expected to have a Material Adverse Effect. No withdrawal by , there are no Unfunded Liabilities (A) with respect to the Borrower or any Commonly Controlled Entity from of its Restricted Subsidiaries and (B) with respect to any ERISA Affiliate; provided that for purposes of this Section 5.11(a)(i)(B) only, Unfunded Liabilities means the amount (if any) by which the projected benefit obligation exceeds the value of the plan’s assets as of its last valuation date using the actuarial assumptions and methods being used by the plan’s actuaries for making such determination. (ii) Each Plan and Employee Benefit Arrangement, other than a Single Employer Plan subject to Section 4063 Multiemployer Plan, complies in all respects with the applicable requirements of ERISA during a plan year and the Code (including pursuant to any applicable correction procedures under applicable Law, as appropriate), and each of the Borrower and each of its Restricted Subsidiaries complies in all respects with the applicable requirements of ERISA and the Code with respect to all Multiemployer Plans to which it was a substantial employer (as defined contributes, except, in Section 4001(a)(2) of ERISA) or a cessation of operations each case, to the extent that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected the failure to occur, except as could comply therewith would not reasonably be expected to have a Material Adverse Effect. . (iii) Except as could would not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) ERISA Event has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. . (iv) Neither the Borrower nor any Commonly Controlled Entity of its Restricted Subsidiaries: (A) is or has had been within the last six years a complete party to any Multiemployer Plan; or partial withdrawal (B) has completely or partially withdrawn from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, exceptPlan, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could would not reasonably be expected to have a Material Adverse Effect. (v) Neither the Borrower nor any of its Restricted Subsidiaries has any contingent liability with respect to any postretirement benefit under a Welfare Plan that could reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Albany Molecular Research Inc), Credit Agreement (Albany Molecular Research Inc), Credit Agreement (Albany Molecular Research Inc)

ERISA. Neither Each Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a Reportable favorable 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 covering all applicable tax law changes, or is comprised of a master or prototype plan that has received a favorable opinion letter from the Internal Revenue Service, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification). No ERISA Event nor has occurred or is reasonably expected to occur. There exists no Unfunded Pension Liability with respect to any Plan. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer Plan. There are no actions, suits or claims pending against or involving a failure Plan (other than routine claims for benefits) or, to satisfy the minimum funding standard knowledge of the Borrower, any of its Subsidiaries or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in liability to the Borrower or any of its Subsidiaries. The Borrower, each of its Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, by the terms of such Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions to a Plan or Multiemployer Plan. No Plan which is subject to Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred applied for or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination received an extension of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (amortization period within the meaning of Section 4975 412 of the Code or Section 406 303 or 304 of ERISA. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as to become subject to the provisions of Section 4068(a) has occurred of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or is reasonably expected to occur with respect ceased making contributions to any PlanPlan subject to Section 4064(a) of ERISA to which it made contributions. Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effectliability to the Borrower or any of its Subsidiaries. No failure All contributions required to make a required contribution be made with respect to a Multiemployer Non-U.S. Plan have been timely made. Neither the Borrower nor any of its Subsidiaries has occurred incurred any obligation in connection with the termination of, or is reasonably expected to occurwithdrawal from, except as could not reasonably be expected to have a Material Adverse Effectany Non-U.S. Plan. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 The present value of the Code accrued benefit liabilities (whether or Section 305 not vested) under each Non-U.S. Plan, determined as of ERISA)the end of the Borrower’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, except as could did not reasonably be expected exceed the current value of the assets of such Non-U.S. Plan allocable to have a Material Adverse Effectsuch benefit liabilities.

Appears in 4 contracts

Samples: Revolving Credit and Term Loan Agreement (RadNet, Inc.), Revolving Credit and Term Loan Agreement (RadNet, Inc.), Credit Agreement (Ring Energy, Inc.)

ERISA. Neither a Reportable Event CBI, any of its Subsidiaries nor a failure any Controlled ERISA Affiliate maintains or contributes to satisfy any Benefit Plan or Retiree Health Plan other than those listed on Schedule 6.15. Each such Benefit Plan has been and is being maintained and funded in accordance with its terms and in compliance in all material respects with all provisions of ERISA and the Internal Revenue Code applicable thereto. CBI, each of its Subsidiaries and each Controlled ERISA Affiliate has fulfilled all obligations related to the minimum funding standard under Section 412 standards of ERISA and the Internal Revenue Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer for each Benefit Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all material respects with the currently applicable provisions of ERISA and of the Internal Revenue Code except where and has not incurred any liability (other than routine liability for premiums) under Title IV of ERISA. Except as previously reported to the Agent, no Termination Event has occurred nor has any other event occurred that may result in such Reportable Event, failure, or non-compliance a Termination Event which could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower event or events have occurred in connection with which CBI, any of its Subsidiaries, any Controlled ERISA Affiliate, any fiduciary of a Benefit Plan or any Commonly Controlled Entity from a Single Employer Plan Benefit Plan, directly or indirectly, would be subject to Section 4063 any liability, individually or in the aggregate, under ERISA, the Internal Revenue Code or any other law, regulation or governmental order or under any agreement, instrument, statute, rule of ERISA during a plan year in law or regulation pursuant to or under which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as any such a withdrawal under Section 4062(e) of ERISA entity has occurred agreed to indemnify or is reasonably expected required to occurindemnify any person against liability incurred under, except as or for a violation or failure to satisfy the requirements of, any such statute, regulation or order which could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction ERISA Affiliate (within the meaning of Section 4975 of the Code or Section 406 of ERISAexcluding for purposes hereof any ERISA Affiliate which is a Controlled ERISA Affiliate) has occurred incurred or is reasonably expected to occur with respect to any Planthe best knowledge of CBI and its Subsidiaries, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject to incur, any liability under ERISA if ERISA, the Borrower Internal Revenue Code, 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 other applicable law that has had or deemed made, except, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (Chiquita Brands International Inc), Credit Agreement (Chiquita Brands International Inc), Credit Agreement (Chiquita Brands International Inc)

ERISA. Neither (a) Disclosure Schedule (3.12) lists all Plans and separately identifies all Pension Plans, including Title IV Plans, Multiemployer Plans and Welfare Plans, including all Retiree Welfare Plans. Copies of all Title IV Plans, together with a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 copy of the Code or Section 302 of ERISAlatest IRS/DOL 5500-series form for each such Title IV Plan, whether or have been made available to Agent. Except as would not waived has occurred or is reasonably be expected to occur have a Material Adverse Effect (i) except with respect to any Single Employer PlanMultiemployer Plans, each Qualified Plan has received a favorable determination letter from the IRS, and nothing has occurred that would cause the loss of such Qualified Plans qualification; (ii) each Single Employer Plan and Multiemployer Plan is in compliance in all material respects with the applicable provisions of ERISA and the Code except where such Reportable EventIRC, failureincluding the timely filing of all reports required under the IRC or ERISA; (iii) neither any Credit Party nor any ERISA Affiliate has failed to make any contribution or pay any amount due as required by either Section 412 of the IRC or Section 302 of ERISA or the terms of any Title IV Plan; and (iv) no Credit Party or any ERISA Affiliate has engaged in a “prohibited transaction”, as defined in Section 406 of ERISA and Section 4975 of the IRC, that will subject any Credit Party to a material tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the IRC. (b) Except as set forth in Disclosure Schedule (3.12): (i) no Title IV Plan has any material Unfunded Pension Liability; (ii) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected to occur that could reasonably be expected a Material Adverse Effect; (iii) there are no pending, or non-compliance to the knowledge of any Credit Party, threatened claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Plan or any Person as fiduciary or sponsor of any Plan that could not reasonably be expected to have a Material Adverse Effect. No ; (iv) no Credit Party or ERISA Affiliate has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Multiemployer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except ; (v) within the last five years no Title IV Plan of any Credit Party or ERISA Affiliate has been terminated, whether or not in a “standard termination” as could not reasonably be expected to have a Material Adverse Effectthat term is used in Section 4041(b)(l) of ERISA, no termination nor has any Title IV Plan of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower any Credit Party or any Commonly Controlled Entity in favor ERISA Affiliate (determined at any time within the last five years) with Unfunded Pension Liabilities been transferred outside of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction “controlled group” (within the meaning of Section 4975 of the Code or Section 406 400l(a)(14) of ERISA) has occurred of any Credit Party or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither ERISA Affiliate (determined at the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject to any liability under ERISA if the Borrower or time of 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISAtransfer), except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Loan Agreement (H&E Equipment Services, Inc.), Loan Agreement (H&E Equipment Services, Inc.), Loan Agreement (H&E Equipment Services, Inc.)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer (a) Each Plan is in compliance in all respects with the applicable provisions of ERISA and ERISA, the Code and other Federal or state laws, except where such Reportable Event, failure, or non-compliance could would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. No withdrawal by Lien imposed under the Borrower Code or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred exists or is likely to arise on account of any Plan that individually or in the aggregate would reasonably be expected to occurhave a Material Adverse Effect; (b) There are no pending or, except as could to the best knowledge of Borrower Agent, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect; and (c) Except for such matters that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan : (i) No ERISA Event has occurred or is reasonably expected to occur. No Lien against the Borrower ; (ii) neither any Obligor nor any ERISA Affiliate has incurred, or reasonably expects to incur, any Commonly Controlled Entity in favor liability under Title IV of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur ERISA with respect to any Plan, except as could Pension Plan (other than premiums due and not reasonably be expected to have a Material Adverse Effect. Neither the Borrower delinquent under Section 4007 of ERISA); (iii) neither any Obligor nor any Commonly Controlled Entity ERISA Affiliate has had a complete incurred, or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject expects to incur, any liability (and to the best knowledge of Borrower Agent, no event has occurred which, with the giving of notice under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as Section 4219 of the valuation date most closely preceding the date on which this representation is made or deemed madeERISA, except, in each case, for any liability that could not reasonably be expected to would result in a Material Adverse Effect. No failure to make a required contribution such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan Plan; (iv) neither any Obligor nor any ERISA Affiliate has occurred engaged in a transaction that would be subject to Sections 4069 or is reasonably expected 4212(c) of ERISA and (v) neither any Obligor nor any ERISA Affiliate sponsors, maintains or contributes to occuran employee welfare benefit plan, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is defined in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 3(1) of ERISA), except as could including, without limitation, any such plan maintained to provide benefits to former employees of such entities, that may not reasonably be expected to have a Material Adverse Effectterminated by the Obligor or ERISA Affiliate in is sole discretion at any time without any liability.

Appears in 3 contracts

Samples: Loan and Security Agreement (CSI Compressco LP), Loan and Security Agreement (CSI Compressco LP), Loan and Security Agreement (CSI Compressco LP)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect, each Plan and Non-U.S. Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable 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 covering all applicable tax law changes, or is comprised of a master or prototype plan that has received a favorable opinion letter from the Internal Revenue Service, and nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would reasonably be expected to adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification). No failure to make a required contribution to a Multiemployer Plan ERISA Event has occurred or is reasonably expected to occuroccur that would reasonably be expected to result in a Material Adverse Effect. There exists no Unfunded Pension Liability with respect to any Plan or Non-U.S. Plan that would reasonably be expected to result in a Material Adverse Effect. None of Parent, except any of its Restricted Subsidiaries or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer Plan. There are no actions, suits or claims pending against or involving a Plan or Non-U.S. Plan (other than routine claims for benefits) or, to the knowledge of Parent, any of its Restricted Subsidiaries or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan or Non-U.S. Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect. Except as could would not reasonably be expected to have result in a Material Adverse Effect, each of its Restricted Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan, Non-U.S. Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, by the terms of such Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions to a Plan or Multiemployer Plan. No such Multiemployer Plan which is in Reorganization subject to Section 412 of the Code or Insolvent Section 302 of ERISA has applied for or in “endangered” or “critical” status (received an extension of any amortization period within the meaning of Section 432 412 of the Code or Section 305 303 or 304 of ERISA), except . Except as could would reasonably not reasonably be expected to have result in a Material Adverse Effect, none of Parent, any of its Restricted Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions. As of the Closing Date, neither Parent nor any Restricted Subsidiaries sponsor, maintain or contribute to any Non-U.S. Plan.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Repay Holdings Corp), Revolving Credit Agreement (Repay Holdings Corp), Revolving Credit Agreement (Repay Holdings Corp)

ERISA. Neither a Reportable Event nor a failure to satisfy (a) The Borrower and each of its ERISA Affiliates is in compliance with the minimum funding standard under Section 412 of the Code or Section 302 applicable provisions of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is and has been administered in compliance in with all respects with applicable Requirements of Law, including, without limitation, the applicable provisions of ERISA and the Code Code, in each case except where such Reportable Eventthe failure so to comply, failureindividually or in the aggregate, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer Event (as defined in Section 4001(a)(2i) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred within the five year period prior to the Closing Date, (ii) has occurred and is continuing, or (iii) to the knowledge of the Borrower, is reasonably expected to occuroccur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effectwhere the occurrence of ERISA Events, no termination of a Single Employer Plan has occurred individually or is reasonably expected to occur. No Lien against in the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five yearsaggregate, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 Plan has any Unfunded Pension Liability as of the Code most recent annual valuation date applicable thereto, and neither the Borrower nor any of its ERISA Affiliates has engaged in a transaction that could be subject to Section 4069 or Section 406 4212(c) of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as where the incurrence of any Unfunded Pension Liability or liability in connection with such transactions, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. . (b) Neither the Borrower nor any Commonly Controlled Entity of its ERISA Affiliates has had any outstanding liability on account of a complete or partial withdrawal from any Multiemployer Plan Plan, and neither the Borrower nor any Commonly Controlled Entity reasonably of its ERISA Affiliates would become subject to any 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 the date on which this representation is made or deemed made, except, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occurdate, except as where the incurrence of any such liabilities, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in endangeredreorganization” or is criticalinsolventstatus (within the meaning of Section 432 of the Code or Section 305 of such terms under ERISA), except as where the existence of such conditions, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Unum Group), Credit Agreement (Unum Group), Credit Agreement (Unum Group)

ERISA. Neither Each Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a Reportable favorable 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 covering all applicable tax law changes, or is comprised of a master or prototype plan that has received a favorable opinion letter from the Internal Revenue Service, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification). No ERISA Event nor has occurred or is reasonably expected to occur. There exists no Unfunded Pension Liability with respect to any Plan. None of Parent, the Borrower, any of their respective Subsidiaries or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer Plan. There are no actions, suits or claims pending against or involving a failure Plan (other than routine claims for benefits) or, to satisfy the minimum funding standard knowledge of Parent, the Borrower, any of their respective Subsidiaries or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in liability to the Parent, the Borrower or any of their respective Subsidiaries. Parent, the Borrower, each of their respective Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, by the terms of such Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions to a Plan or Multiemployer Plan. No Plan which is subject to Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred applied for or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination received an extension of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (amortization period within the meaning of Section 4975 412 of the Code or Section 406 303 or 304 of ERISA. None of Parent, the Borrower, any of their respective Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as to become subject to the provisions of Section 4068(a) has occurred of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or is reasonably expected to occur with respect ceased making contributions to any PlanPlan subject to Section 4064(a) of ERISA to which it made contributions. Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effectliability to Parent, the Borrower or any of their respective Subsidiaries. No failure All contributions required to make a required contribution be made with respect to a Multiemployer Non-U.S. Plan have been timely made. None of Parent, the Borrower nor any of their respective Subsidiaries has occurred incurred any obligation in connection with the termination of, or is reasonably expected to occurwithdrawal from, except as could not reasonably be expected to have a Material Adverse Effectany Non-U.S. Plan. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 The present value of the Code accrued benefit liabilities (whether or Section 305 not vested) under each Non-U.S. Plan, determined as of ERISA)the end of the Borrower’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, except as could did not reasonably be expected exceed the current value of the assets of such Non-U.S. Plan allocable to have a Material Adverse Effectsuch benefit liabilities.

Appears in 3 contracts

Samples: Credit Agreement (LendingTree, Inc.), Credit Agreement (LendingTree, Inc.), Credit Agreement (LendingTree, Inc.)

ERISA. Neither a Reportable Event nor a failure to satisfy (a) Except as could not, individually or in the minimum funding standard under Section 412 of the Code or Section 302 of ERISAaggregate, whether or not waived has occurred or is reasonably be expected to occur with respect to any Single Employer Planhave a Material Adverse Effect, and (i) each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA ERISA, the Code and other Federal or state Laws and (ii) each Pension Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code and the Code except where such Reportable Event, failuretrust 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 nonan application for such a letter is currently being processed by the Internal Revenue Service. To the best knowledge of Ultimate Parent, as of the Closing Date, nothing has occurred that would prevent or cause the loss of such tax-compliance qualified status. (b) There are no pending or, to the best knowledge of Ultimate Parent, threatened claims, actions or lawsuits, or action by any Governmental Authority with respect to any Plan that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower There has been no prohibited transaction or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor violation of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur fiduciary responsibility rules with respect to any PlanPlan that, except as individually or in the aggregate, has resulted or could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. . (i) No failure to make a required contribution to a Multiemployer Plan ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, except as could not reasonably be expected to have result in a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status ; and (within the meaning of Section 432 of the Code or Section 305 of ERISA), ii) except as could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect, (A) neither Ultimate Parent nor any ERISA Affiliate has incurred any material liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (B) neither Ultimate Parent nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; (C) no Pension Plan or Multiemployer Plan has been terminated by the plan administrator thereof nor by the PBGC, and no event or circumstance has occurred or exists that could reasonably be expected to cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan or Multiemployer Plan; and (D) Ultimate Parent and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained.

Appears in 3 contracts

Samples: Cash Bridge Loan Credit and Guaranty Agreement (Warner Chilcott LTD), Term Loan Credit and Guaranty Agreement (Warner Chilcott LTD), Bridge Loan Credit and Guaranty Agreement (Warner Chilcott LTD)

ERISA. Neither a Reportable (a) No ERISA Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect that would reasonably be expected to any Single Employer Plan, and each Single Employer Plan and Multiemployer result in a Material Adverse Effect. Each Plan is in compliance in all respects form and operation with its terms and with the applicable provisions of ERISA and ERISA, the Code and other applicable law, except where for such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could would not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure , each Plan (and each related trust, if any) which is intended to make be qualified under Section 401(a) of the Code has received a required contribution to a Multiemployer Plan has occurred favorable determination letter from the Internal Revenue Service or is reasonably expected in the form of a prototype document that is the subject of a favorable opinion letter. (b) There exists no Unfunded Pension Liability with respect to occurany Plan, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could would not reasonably be expected to have a Material Adverse Effect. (c) If each of Lead Borrower, each Restricted Subsidiary of Lead Borrower and each ERISA Affiliate were to withdraw from all Multiemployer Plans in a complete withdrawal as of the date this assurance is given, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. (d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrowers, any Restricted Subsidiary of Lead Borrower or any ERISA Affiliate, threatened in writing, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) Lead Borrower, any Restricted Subsidiary of Lead Borrower and any ERISA Affiliate have made all material contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any contract or agreement requiring contributions to a Plan or Multiemployer Plan except where any failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (f) Except as would not reasonably be expected to have a Material Adverse Effect: (i) each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; (ii) all contributions required to be made with respect to a Foreign Pension Plan have been timely made; and (iii) neither Lead Borrower nor any of its Restricted Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan. (g) The Borrowers are not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans or the Commitments.

Appears in 3 contracts

Samples: Revolving Credit Agreement (VERRA MOBILITY Corp), Revolving Credit Agreement (VERRA MOBILITY Corp), Revolving Credit Agreement (VERRA MOBILITY Corp)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could (i) Except as would not reasonably be expected to have a Material Adverse Effect. No withdrawal by the , there are no Unfunded Liabilities (A) with respect to any Borrower or any Commonly Controlled Entity from of its Restricted Subsidiaries and (B) with respect to any ERISA Affiliate; provided that for purposes of this Section 5.11(a)(i)(B) only, Unfunded Liabilities means the amount (if any) by which the projected benefit obligation exceeds the value of the plan’s assets as of its last valuation date using the actuarial assumptions and methods being used by the plan’s actuaries for making such determination. (ii) Each Plan and Employee Benefit Arrangement, other than a Single Employer Plan subject to Section 4063 Multiemployer Plan, complies in all respects with the applicable requirements of ERISA during a plan year and the Code (including pursuant to any applicable correction procedures under applicable Law, as appropriate), and each of the Borrowers and each of its Restricted Subsidiaries complies in all respects with the applicable requirements of ERISA and the Code with respect to all Multiemployer Plans to which it was a substantial employer (as defined contributes, except, in Section 4001(a)(2) of ERISA) or a cessation of operations each case, to the extent that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected the failure to occur, except as could comply therewith would not reasonably be expected to have a Material Adverse Effect. . (iii) Except as could would not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) ERISA Event has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. . (iv) Neither the any Borrower nor any Commonly Controlled Entity of its Restricted Subsidiaries: (A) is or has had been within the last six years a complete party to any Multiemployer Plan; or partial withdrawal (B) has completely or partially withdrawn from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could would not reasonably be expected to have a Material Adverse Effect. (v) Neither any Borrower nor any of its Restricted Subsidiaries has any contingent liability with respect to any postretirement benefit under a Welfare Plan that could reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Abl Credit Agreement (MKS Instruments Inc), Abl Credit Agreement (MKS Instruments Inc), Abl Credit Agreement (MKS Instruments Inc)

ERISA. Neither a Reportable Event nor a failure (a) Schedule 3.11 to satisfy the minimum funding standard under Section 412 Disclosure Letter sets forth each material Plan as of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Effective Date. Each Plan is in compliance in all respects form and operation with the applicable provisions of its terms and with ERISA and the Code (including without limitation the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except where such Reportable Event, failure, or non-compliance any failure to comply could not reasonably be expected to have result in a Material Adverse EffectEffect (or, prior to a Qualifying IPO, any material liability). Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable tax law changes or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification). No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA Event has occurred occurred, or is reasonably expected to occur, except other than as could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. Except as could not reasonably be expected Effect (or, prior to have a Material Adverse EffectQualifying IPO, any material liability). (b) There exists no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur material Unfunded Pension Liability with respect to any Plan, except as could not reasonably be expected to have result in a Material Adverse Effect. Neither . (c) None of the Borrower nor Borrower, any Commonly Controlled Entity Subsidiary or any ERISA Affiliate is making or accruing an obligation to make contributions, or has had a complete within any of the five calendar years immediately preceding the date this assurance is given or partial withdrawal from deemed given, made or accrued an obligation to make contributions to any Multiemployer Plan. (d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrower, any Subsidiary or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in in a Material Adverse Effect (or, prior to a Qualifying IPO, any material liability). (e) The Borrower, its Subsidiaries and its ERISA Affiliates have made all contributions to or under each Plan and neither Multiemployer Plan required by law within the Borrower nor applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any Commonly Controlled Entity contract or agreement requiring contributions to a Plan or Multiemployer Plan save where any failure to comply, individually or in the aggregate, could not reasonably would be expected to result in in a Material Adverse Effect (or, prior to a Qualifying IPO, any material liability). (f) No Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of any amortization period, within the meaning of Section 412 of the Code or Section 302 or 304 of ERISA. The Borrower, any Subsidiary, and any ERISA Affiliate have not ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions. None of the Borrower, any Subsidiary or any ERISA Affiliate have incurred or reasonably expect to incur any liability to PBGC except as could not reasonably be expected to result in material liability, save for any liability for premiums due in the ordinary course or other liability which could not reasonably be expected to result in material liability, and no lien imposed under the Code or ERISA if on the assets of the Borrower or any such Commonly Controlled Entity were Subsidiary or any ERISA Affiliate exists or, to withdraw completely from all Multiemployer Plans as the knowledge of the valuation date most closely preceding Borrower, is likely to arise on account of any Plan. None of the date on which this representation is Borrower, any Subsidiary or any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (g) Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as could not reasonably be expected to result in a material liability. All contributions required to be made or deemed with respect to a Non-U.S. Plan have been timely made, except, in each case, for any liability that except as could not reasonably be expected to result in a Material Adverse Effect. No failure Neither the Borrower nor any of its Subsidiaries has incurred any material obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan, determined as of the end of the Borrower’s 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 Non-U.S. Plan allocable to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occursuch benefit liabilities, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is result in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

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

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under standards” (within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived ) has occurred during the five-year period prior to the date on which this representation is made or is reasonably expected to occur deemed made with respect to any Single Employer Pension Plan, and each Single Employer Pension Plan and Multiemployer Plan is in compliance has complied in all material respects with the applicable provisions of ERISA and the Code Code, except where to the extent that any such Reportable Event, failure, occurrence or non-compliance could failure to comply would not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from termination of a Single Employer Plan subject to Section 4063 has occurred resulting in any liability that has remained unfunded, and no Lien in favor of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) the PBGC or a cessation of operations that is treated as Pension Plan has arisen, during such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as five-year period which could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination The present value of a all accrued benefits under each Single Employer Plan has occurred or is reasonably expected (based on those assumptions used to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor fund such Single Employer Plans) did not, as of the PBGC last annual valuation date prior to the date on which this representation is made or a deemed made, exceed the value of the assets of such Single Employer Plan or a Multiemployer Plan has arisen during the past five yearsallocable to such accrued benefits by an amount which, except as determined in accordance with GAAP, could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had ERISA Affiliate is currently subject to any liability for a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as which could not reasonably be expected to have a Material Adverse Effect. No such Pension Plan has been determined to be “at risk” (within the meaning of Section 430 of the Code or Section 303 of ERISA) or is reasonably likely to become so. No Multiemployer Plan is has been determined to be in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 304 of ERISA), ) except as where such determination could not reasonably be expected to result in material liability to Hyatt or any of its Subsidiaries. Neither Hyatt nor any of its Subsidiaries has received any notice regarding a Multiemployer Plan being in Insolvency. All required contributions have been timely made to each Pension Plan and no application for a waiver of the minimum funding standard has been made with respect to any Pension Plan. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect., (i) Borrower has not engaged in a breach of the fiduciary responsibility rules with respect to any Pension Plan, and (ii) no “employee welfare benefit plan” (within the meaning of Section 3(1) of ERISA) that is maintained or contributed to by Borrower has been assessed, or is reasonably expected to have been assessed, a tax or penalty under Code Section 4980H.

Appears in 3 contracts

Samples: Credit Agreement (Hyatt Hotels Corp), Credit Agreement (Hyatt Hotels Corp), Credit Agreement (Hyatt Hotels Corp)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could (i) Except as would not reasonably be expected to have a Material Adverse Effect. No withdrawal by , there are no Unfunded Liabilities (A) with respect to the Borrower or any Commonly Controlled Entity from of its Restricted Subsidiaries and (B) with respect to any ERISA Affiliate; provided that for purposes of this Section 5.11(a)(i)(B) only, Unfunded Liabilities means the amount (if any) by which the projected benefit obligation exceeds the value of the plan’s assets as of its last valuation date using the actuarial assumptions and methods being used by the plan’s actuaries for making such determination. (ii) Each Plan and Employee Benefit Arrangement, other than a Single Employer Plan subject to Section 4063 Multiemployer Plan, complies in all respects with the applicable requirements of ERISA during a plan year and the Code (including pursuant to any applicable correction procedures under applicable Law, as appropriate), and each of the Borrower and each of its Restricted Subsidiaries complies in all respects with the applicable requirements of ERISA and the Code with respect to all Multiemployer Plans to which it was a substantial employer (as defined contributes, except, in Section 4001(a)(2) of ERISA) or a cessation of operations each case, to the extent that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected the failure to occur, except as could comply therewith would not reasonably be expected to have a Material Adverse Effect. . (iii) Except as could would not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) ERISA Event has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. . (iv) Neither the Borrower nor any Commonly Controlled Entity of its Restricted Subsidiaries: (A) is or has had been within the last six years a complete party to any Multiemployer Plan; or partial withdrawal (B) has completely or partially withdrawn from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could would not reasonably be expected to have a Material Adverse Effect. (v) Neither the Borrower nor any of its Restricted Subsidiaries has any contingent liability with respect to any postretirement benefit under a Welfare Plan that could reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Term Loan Credit Agreement (MKS Instruments Inc), Term Loan Credit Agreement (MKS Instruments Inc), Term Loan Credit Agreement (MKS Instruments Inc)

ERISA. Neither Each Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a Reportable favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable tax law changes, or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification). No ERISA Event nor has occurred or is reasonably expected to occur. There exists no Unfunded Pension Liability with respect to any Plan. None of the REIT Guarantor, the Borrower, any of their respective Subsidiaries or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer Plan. There are no actions, suits or claims pending against or involving a failure Plan (other than routine claims for benefits) or, to satisfy the minimum funding standard knowledge of the Responsible Officers of the Loan Parties or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in liability to the REIT Guarantor, the Borrower or any of their respective Subsidiaries. The REIT Guarantor, the Borrower, each of their respective Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, by the terms of such Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions to a Plan or Multiemployer Plan. No Plan which is subject to Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred applied for or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination received an extension of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (amortization period within the meaning of Section 4975 412 of the Code or Section 406 303 or 304 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan. None of the REIT Guarantor, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were of their respective Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as to withdraw completely from all Multiemployer Plans become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions. None of the valuation date most closely preceding REIT Guarantor, the date on which this representation is made Borrower or deemed madeany of their respective Subsidiaries has established, except, in each case, for contributes to or maintains any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse EffectNon-U.S. Plan.

Appears in 3 contracts

Samples: Credit Agreement (Community Healthcare Trust Inc), Credit Agreement (Community Healthcare Trust Inc), Credit Agreement (Community Healthcare Trust Inc)

ERISA. Neither a Reportable Event nor a failure (a) Schedule 3.11 to satisfy the minimum funding standard under Section 412 Disclosure Letter sets forth each material Plan as of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Effective Date. Each Plan is in compliance in all respects form and operation with the applicable provisions of its terms and with ERISA and the Code (including without limitation the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except where such Reportable Event, failure, or non-compliance any failure to comply could not reasonably be expected to have result in a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Each Plan subject (and each related trust, if any) which is intended to be qualified under Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2401(a) of ERISAthe Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) or a cessation of operations that is treated as such a withdrawal under Section 4062(eand 501(a) of ERISA the Code covering all applicable tax law changes or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification). No ERISA Event has occurred, or is reasonably expected to occur, except other than as could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, . (b) There exists no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur Unfunded Pension Liability with respect to any Plan, except as could not reasonably be expected to have result in a Material Adverse Effect. Neither . (c) None of the Borrower nor Borrower, any Commonly Controlled Entity Restricted Subsidiary or any ERISA Affiliate is making or accruing an obligation to make contributions, or has had a complete within any of the five calendar years immediately preceding the date this assurance is given or partial withdrawal from deemed given, made or accrued an obligation to make contributions to any Multiemployer Plan. (d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrower, any Restricted Subsidiary or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect. (e) The Borrower, its Restricted Subsidiaries and its ERISA Affiliates have made all contributions to or under each Plan and neither Multiemployer Plan required by law within the Borrower nor applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any Commonly Controlled Entity contract or agreement requiring contributions to a Plan or Multiemployer Plan save where any failure to comply, individually or in the aggregate, could not reasonably would be expected to result in a Material Adverse Effect. (f) No Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of any amortization period, within the meaning of Section 412 of the Code or Section 302 or 304 of ERISA. The Borrower, any Restricted Subsidiary, and any ERISA Affiliate have not ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions. None of the Borrower, any Restricted Subsidiary or any ERISA Affiliate have incurred or reasonably expect to incur any liability to PBGC except as could not reasonably be expected to result in material liability, save for any liability for premiums due in the ordinary course or other liability which could not reasonably be expected to result in material liability, and no lien imposed under the Code or ERISA if on the assets of the Borrower or any such Commonly Controlled Entity were Restricted Subsidiary or any ERISA Affiliate exists or, to withdraw completely from all Multiemployer Plans as the knowledge of the valuation date most closely preceding Borrower, is likely to arise on account of any Plan. None of the date on which this representation is Borrower, any Restricted Subsidiary or any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (g) Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as could not reasonably be expected to result in a material liability. All contributions required to be made or deemed with respect to a Non-U.S. Plan have been timely made, except, in each case, for any liability that except as could not reasonably be expected to result in a Material Adverse Effect. No failure Neither the Borrower nor any of its Restricted Subsidiaries has incurred any material obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan, determined as of the end of the Borrower’s 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 Non-U.S. Plan allocable to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occursuch benefit liabilities, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is result in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Revolving Credit Agreement (Block, Inc.), Revolving Credit Agreement (Block, Inc.), Revolving Credit Agreement (Square, Inc.)

ERISA. Neither a Reportable Event nor a failure (a) Except as set forth on Schedule 5.16, each Employee Benefit Plan that is intended to satisfy the minimum funding standard qualify under Section 412 401 of the Code or Section 302 of ERISA, whether or not waived has received a favorable determination letter from the IRS indicating that such Employee Benefit Plan is so qualified and nothing has occurred or is reasonably expected subsequent to occur with respect the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. Any trust created under any Single Employer Plan, and each Single Employer Plan and Multiemployer Employee Benefit Plan is in compliance in all respects with exempt from tax under the applicable provisions of ERISA and Section 501 of the Code Code, except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as failures could not reasonably be expected to have a Material Adverse Effect. (b) The Borrower, each of its Subsidiaries, each Guarantor and each of their respective ERISA Affiliates is in material compliance with all applicable provisions and requirements of ERISA, the Code and applicable Employee Benefit Plan provisions with respect to each Employee Benefit Plan except for non-compliances that would not reasonably be expected to have a Material Adverse Effect. (c) With respect to each Title IV Plan and each Multiemployer Plan, the Borrower, each of its Subsidiaries, each Guarantor and each of their respective ERISA Affiliates has made all contributions required under ERISA and the Code and are in material compliance with the minimum funding standard of Section 412 of the Code (in each case, whether or not waived in accordance with Section 412(c) of the Code). (d) There has been no, nor is there reasonably expected to occur, any ERISA Event other than those that would not reasonably be expected to have a Material Adverse Effect. (e) Except (i) to the extent required under Section 4980B of the Code or similar state laws, and (ii) with respect to which the aggregate liability, calculated on a FAS 106 basis as of December 31, 2009, does not exceed $150,000,000, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) to any retired or former employees, consultants or directors (or their dependents) of the Borrower, any of its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates. None of the Borrower, its Subsidiaries, any Guarantor or any of their respective ERISA Affiliates has incurred or reasonably expects to incur any withdrawal liability with respect to any Multiemployer Plan. The Borrower, each of its Subsidiaries, each Guarantor and each of their ERISA Affiliates has complied with the requirements of Section 515 of ERISA with respect to each Multiemployer Plan and are not in material “default” (as defined in Section 4219(c)(5) of ERISA) with respect to payments to a Multiemployer Plan.

Appears in 3 contracts

Samples: Credit Agreement (Babcock & Wilcox Co), Credit Agreement (Babcock & Wilcox Co), Credit Agreement (McDermott International Inc)

ERISA. Neither a Reportable Event nor a failure to satisfy Compliance by the Loan Parties and their Subsidiaries with the provisions hereof and Loans and Letters of Credit contemplated hereby will not involve any Prohibited Transaction within the meaning of ERISA or section 4975 of the Internal Revenue Code or any breach of any other comparable foreign Law. Each Loan Party and each of its Subsidiaries, (i) has fulfilled all obligations under minimum funding standard under Section 412 standards of ERISA and the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single each Plan that is not a Multiemployer Plan or a Multiple Employer Plan, (ii) has satisfied all respective contribution obligations in respect of each Multiemployer Plan and each Single Multiple Employer Plan and Multiemployer Plan Plan, (iii) is in compliance in all respects with the all other applicable provisions of ERISA and the Code except where such Reportable Eventwith respect to each Plan, failureeach Multiemployer Plan and each Multiple Employer Plan, and (iv) has not incurred any liability under the Title IV of ERISA to the PBGC with respect to any Plan, any Multiemployer Plan, any Multiple Employer Plan, or non-compliance could any trust established thereunder, except (with respect to any matter specified in any of the above clauses), for such matters as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No withdrawal by Plan or trust created thereunder has been terminated, and there have been no ERISA Events, with respect to any Plan or trust created thereunder or with respect to any Multiemployer Plan or Multiple Employer Plan, which termination or ERISA Event has or reasonably could result in the Borrower termination of such Plan, Multiemployer Plan or Multiple Employer Plan and give rise to a liability of a Loan Party or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year Affiliate in which it was a substantial employer (as defined respect thereof which, individually or in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occurthe aggregate, except as could not would reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected set forth on Schedule 3.15 hereto, neither a Loan Party nor any ERISA Affiliate is at the date hereof, or has been at any time within the five years preceding the date hereof, an employer required to have a Material Adverse Effectcontribute to any Multiemployer Plan or Multiple Employer Plan, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer “contributing sponsor” (as such term is defined in section 4001 of ERISA) in any Multiemployer Plan or a Multiemployer Multiple Employer Plan. Each Plan has arisen during the past five years, except as could not reasonably that is intended to be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 so qualified under section 401(a) of the Code or Section 406 of ERISA) has occurred or in fact is reasonably expected to occur with respect to any Planso qualified, except as could for any failure of qualification which individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Neither the Borrower any Loan Party nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject contingent liability with respect to any liability under ERISA if post-retirement “welfare benefit plan” (as such term is defined in ERISA) except as has been disclosed prior to the Borrower date hereof to the Lender in writing or on any financial statements of the Parent and its Subsidiaries or any ERISA Affiliate provided to the Lender or except for 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 madecontingent liabilities that, except, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent individually or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA)aggregate, except as could would not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (James River Group Holdings, Ltd.), Credit Agreement (James River Group Holdings, Ltd.), Credit Agreement (James River Group Holdings, Ltd.)

ERISA. Neither (a) Borrowers have previously delivered or made available to Agent all Pension Plans (including Title IV Plans and Multiemployer Plans) and all Retiree Welfare Plans, as now in effect. Except with respect to Multiemployer Plans, each Qualified Plan has either received a Reportable Event nor favorable determination letter from the IRS or may rely on a failure favorable opinion letter issued by the IRS, and to satisfy the minimum funding standard under Section 412 knowledge of the Code or Section 302 of ERISA, whether or not waived any Credit Party nothing has occurred or is that would be reasonably expected to occur with respect to any Single Employer cause the loss of such qualification or tax-exempt status. Each Plan, and each Single Employer Plan and Multiemployer Plan to the knowledge of the Borrowers, is in compliance in all material respects with the applicable provisions of ERISA, the IRC and its terms, including the timely filing of all reports required under the IRC or ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected the failure to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as comply could not reasonably be expected to have a Material Adverse Effect. Except as has not resulted, or could not reasonably be expected to have a Material Adverse Effectresult, no termination in an ERISA Lien (whether or not perfected), neither any Credit Party nor ERISA Affiliate has failed to make any material contribution or pay any material amount due as required by either Section 412 of a Single Employer Plan the IRC or Section 302 of ERISA or the terms of any such Plan. No “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the IRC, has occurred with respect to any Plan that would subject any Credit Party to a material tax on prohibited transactions imposed by Section 502(i) of ERISA or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor Section 4975 of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except IRC. (b) Except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction : (i) no Title IV Plan has any material Unfunded Pension Liability; (ii) no ERISA Event has occurred or to the knowledge of any Credit Party is reasonably expected to occur; (iii) there are no pending, or to the knowledge of any Credit Party, threatened material claims (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Plan or any Person as fiduciary or sponsor of any Plan; (iv) no Credit Party or ERISA Affiliate has incurred or reasonably expects to incur any material liability as a result of a complete or partial withdrawal from a Multiemployer Plan; and (v) within the last five years no Title IV Plan of any Credit Party or ERISA Affiliate has been terminated, whether or not in a “standard termination” as that term is used in Section 4041 of ERISA, nor has any Title IV Plan of any Credit Party or any ERISA Affiliate (determined at any time within the last five years) with material Unfunded Pension Liabilities been transferred outside of the “controlled group” (within the meaning of Section 4975 of the Code or Section 406 4001(a)(14) of ERISA) has occurred of any Credit Party or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject to any liability under ERISA if the Borrower or any Affiliate (determined at 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISAtime), except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (XPO Logistics, Inc.), Revolving Loan Credit Agreement (XPO Logistics, Inc.), Revolving Loan Credit Agreement (XPO Logistics, Inc.)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, EnergySolutions and each Single Employer Plan Subsidiary and Multiemployer Plan is each of their respective Plans are in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable EventCode, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by including Section 4980 B of the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occurCode, except as could not reasonably be expected to have a Material Adverse EffectChange. Except as could not reasonably be expected Neither Parent nor any of the Subsidiaries has incurred any accumulated funding deficiency within the meaning of Section 412 of the Code with respect to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occurany Plan. No Lien against ERISA Affiliate has incurred any accumulated funding deficiency within the Borrower or any Commonly Controlled Entity in favor meaning of Section 412 of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five yearsCode with respect to any ERISA Affiliate Plan, except as could not reasonably be expected to have a Material Adverse EffectChange. No nonReportable Event, for which the 30-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) day notice requirement has not been waived, has occurred or and is reasonably expected to occur continuing with respect to any Plan, except as could not reasonably be expected to have result in a Material Adverse EffectChange. Neither the Borrower nor any Commonly Controlled Entity has had a complete No Plan or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject to any liability under ERISA if the Borrower trust created thereunder, or party in interest (as defined in Section 3(14) of ERISA), or any fiduciary (as defined in Section 3(21) of ERISA), has engaged in a “prohibited transaction” (as such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as term is defined in Section 406 of ERISA or Section 4975 of the valuation date most closely preceding Code) which would reasonably be expected to subject EnergySolutions, Parent or any of the date Subsidiaries to a tax or penalty in any amount on which this representation is made “prohibited transactions” imposed by Section 502 of ERISA or deemed madeSection 4975 of the Code or an obligation to indemnify any other person for such tax or penalty, except, in each case, for any liability that except as could not reasonably be expected to result in a Material Adverse EffectChange. No failure None of EnergySolutions, any Subsidiary or any of their ERISA Affiliates (i) has incurred or reasonably expects to make a required contribution incur any liability with respect to a withdrawal from any Multiemployer Plan has occurred or is reasonably expected to occurPlan, except as could not reasonably be expected to have a Material Adverse Effect. No such Change, or (ii) has received any notice concerning a determination that a Multiemployer Plan is, or is in Reorganization or Insolvent expected to be, insolvent or in “endangered” or “critical” status (reorganization, within the meaning of Section 432 of the Code or Section 305 Title IV of ERISA), except as could not reasonably be expected to have a Material Adverse EffectChange.

Appears in 3 contracts

Samples: Credit Agreement (EnergySolutions, Inc.), Second Lien Credit Agreement (EnergySolutions, Inc.), Credit Agreement (EnergySolutions, Inc.)

ERISA. Neither a Reportable (a) No ERISA Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur that, when taken together with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of other such ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in Events for which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or liability is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. The “accumulated benefit obligations” of all Plans did not, as of the date of the most recent financial statements reflecting such amounts, exceed the “fair value of plan assets” of such Plans by more than $2,500,000. No failure to make a required contribution to a Multiemployer Plan event has occurred or since the issuance of such financial statements that would cause the “accumulated benefit obligations” of all Plans to exceed the “fair value of plan assets” of such Plans by the dollar amount specified in the previous sentence. The terms “accumulated benefit obligations” and “fair value of plan assets” shall be determined by and with such terms defined in accordance with GAAP Accounting Standards Codification Topic 715‑30. (b) Each Employee Benefit Plan is reasonably expected to occur, in compliance except as could reasonably be expected to result in a Material Adverse Effect with the applicable provisions of ERISA, the Code and other Requirements of Law. Except with respect to Multiemployer Plans, each Qualified Plan has received a favorable determination letter or opinion letter from the IRS. To the best of Borrowers’ knowledge, no event has occurred which would cause the loss of the Borrowers’ or any ERISA Affiliate’s reliance on the Qualified Plan’s favorable determination letter or opinion letter. (c) With respect to any Employee Benefit Plan that is a retiree welfare benefit arrangement, all amounts have been accrued on the Borrowers’ financial statements in accordance with GAAP Accounting Standards Codification Topic 715‑60. (d) Except as would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization : (i) there are no pending or Insolvent or in “endangered” or “critical” status (within to the meaning of Section 432 best of the Code Borrowers’ knowledge, threatened claims, actions or lawsuits or action by any Governmental Authority with respect to an Employee Benefit Plan; (ii) there are no violations of the fiduciary responsibility rules with respect to any Employee Benefit Plan; and (iii) none of the Borrowers or any ERISA Affiliate has engaged in a non‑exempt “prohibited transaction,” as defined in Section 406 of ERISA and Section 4975 of the Code, in connection with any Employee Benefit Plan, that would subject the Borrowers to a tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 305 4975 of ERISA), except as could not reasonably be expected to have a Material Adverse Effectthe Code.

Appears in 3 contracts

Samples: Credit Agreement (Fortegra Group, LLC), Credit Agreement (Fortegra Group, LLC), Credit Agreement (Tiptree Inc.)

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ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or (a) Except as would not waived has occurred or is reasonably be expected to occur with respect to any Single Employer Planresult in a Material Adverse Effect, and each Single Employer Plan and Multiemployer Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, and other federal and state laws. Except as would not reasonably be expected to result in a Material Adverse Effect, each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the knowledge of Obligors, nothing has occurred which would prevent, or cause the loss of, such qualification. Each Obligor and ERISA Affiliate has met all applicable requirements under the Code, ERISA and the Code except where such Reportable EventPension Protection Act of 2006, failureand no application for a waiver of the minimum funding standards or an extension of any amortization period has been made with respect to any Plan. (b) There are no pending or, to the knowledge of Obligors, threatened claims, actions or lawsuits, or non-compliance action by any Governmental Authority, with respect to any Plan that could not reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or could reasonably be expected to have a Material Adverse Effect. No withdrawal by Obligor is or will be using “plan assets” (within the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 meaning of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(23(42) or otherwise) of ERISAone or more Benefit Plans with respect to its entrance into, participation in, administration of and performance of the Loans, Letter of Credits, Commitments or Loan Documents. (c) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of No ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan Event has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor As of the PBGC most recent valuation date for any Pension Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least 60%, and no Obligor or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as ERISA Affiliate knows of any reason that such percentage could not reasonably be expected to have a Material Adverse Effectdrop below 60%. No non-exempt prohibited Obligor or ERISA Affiliate has incurred any liability to the PBGC except for the payment of premiums, and no premium payments are due and unpaid. No Obligor or ERISA Affiliate has engaged in a transaction (within the meaning of that could be subject to Section 4975 of the Code 4069 or Section 406 4212(c) of ERISA) . No Pension Plan has occurred been terminated by its plan administrator or is reasonably expected to occur with respect to any Planthe PBGC, except as and no fact or circumstance exists that could not reasonably be expected to have cause the PBGC to institute proceedings to terminate a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject Pension Plan. (d) With respect to any liability under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans Foreign Plan, and except as of the valuation date most closely preceding the date on which this representation is made or deemed made, except, in each case, for any liability that could would not reasonably be expected to result in a Material Adverse Effect. No failure to make a , (i) all employer and employee contributions required contribution to a Multiemployer Plan has occurred by law or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within by the meaning of Section 432 terms of the Code Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or Section 305 of ERISA)the book reserve established for any Foreign Plan, except together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles; and (iii) it has been registered as could not reasonably be expected to have a Material Adverse Effectrequired and has been maintained in good standing with applicable regulatory authorities.

Appears in 3 contracts

Samples: Abl Loan and Security Agreement (Rocky Brands, Inc.), Abl Loan and Security Agreement (Rocky Brands, Inc.), Abl Loan and Security Agreement (Rocky Brands, Inc.)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Each Plan is in substantial compliance in all respects form and operation with the applicable provisions of its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except where such Reportable Eventas would not reasonably be expected to have a Material Adverse Effect. Each Plan (and each related trust, failureif any) which is intended to be qualified under Section 401(a) of the Code has received a favorable 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 covering all applicable tax law changes, or non-compliance could is comprised of a master or prototype plan that has received a favorable opinion letter from the Internal Revenue Service, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no such determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification), except as would not reasonably be expected to have a Material Adverse Effect. No withdrawal ERISA Event has occurred that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. There exists no Unfunded Pension Liability with respect to any Plan and no Plan is in, or is expected to be, in at risk status under Title IV of ERISA such that a Material Adverse Effect would be expected in the foreseeable future to occur with respect thereto. There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrower, any of its Subsidiaries or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. The Borrower, each of its Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, by the Borrower terms of such Plan or Multiemployer Plan, respectively, or by any Commonly Controlled Entity from contract or agreement requiring contributions to a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occurMultiemployer Plan, except as could would not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Each Non-U.S. Plan has occurred or is reasonably expected to occur. No Lien against been maintained in compliance with its terms and with the Borrower or requirements of any Commonly Controlled Entity and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five yearsgood standing with applicable regulatory authorities, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effectliability to the Borrower or any of its Subsidiaries. No failure All contributions required to make a required contribution be made with respect to a Multiemployer Non-U.S. Plan have been timely made. Neither the Borrower nor any of its Subsidiaries has occurred incurred any obligation in connection with the termination of, or is reasonably expected to occurwithdrawal from, except as could not reasonably be expected to have a Material Adverse Effectany Non-U.S. Plan. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 The present value of the Code accrued benefit liabilities (whether or Section 305 not vested) under each Non-U.S. Plan, determined as of ERISA)the end of the Borrower’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, except as could did not reasonably be expected exceed the current value of the assets of such Non-U.S. Plan allocable to have a Material Adverse Effectsuch benefit liabilities.

Appears in 3 contracts

Samples: Credit Agreement (BioScrip, Inc.), Priming Credit Agreement (BioScrip, Inc.), Credit Agreement (BioScrip, Inc.)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer (i) Each Borrower Plan is in compliance in all respects with its terms, the applicable provisions of ERISA and ERISA, the Code except where such Reportable Event, failure, and other Federal or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occurstate Laws, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected the extent that failure to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably comply 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No Each Borrower Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of Borrower, nothing has occurred subsequent to the issuance of such determination letter which would prevent, or cause the loss of, such qualification. Borrower and each member of its ERISA Group have made all required contributions to each Borrower Plan, except to the extent that a failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could do so would not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning , and no extension of any amortization period pursuant to Section 432 412 of the Code has been made with respect to any Borrower Plan. (ii) There are no pending or, to the best knowledge of Borrower, threatened claims, actions or lawsuits, or action by any Authority, with respect to any Borrower Plan that would reasonably be expected to have a Material Adverse Effect. There has been no Prohibited Transaction or violation of the fiduciary responsibility rules with respect to any Borrower Plan that has resulted or would reasonably be expected to result in a Material Adverse Effect. (iii) (A) No ERISA Event has occurred or is reasonably expected to occur, (B) no Borrower Plan has any Unfunded Pension Liability, (C) neither Borrower nor any member of its ERISA Group has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 305 4219 of ERISA), except as could not would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan, and (D) neither Borrower nor any member of its ERISA Group has engaged in a transaction that would be subject to Sections 4069 or 4212(c) of ERISA that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit and Security Agreement (TCW Direct Lending VII LLC), Credit and Security Agreement (TCW Direct Lending VII LLC), Credit and Security Agreement (TCW Direct Lending VII LLC)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer (a) Each Pension Plan is in compliance in all respects form and operation with the applicable provisions of its terms and with ERISA and the Code and all other applicable laws and regulations, except where such Reportable Event, failure, or non-compliance could any failure to comply would not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA Event has occurred occurred, or is reasonably expected to occur, other than as would not, individually or in the aggregate, have a Material Adverse Effect. (b) There exists no Unfunded Pension Liability with respect to any Pension Plan, except as could would not reasonably be expected to have a Material Adverse Effect. (c) No Multiemployer Plan is insolvent or in reorganization and no member of the ERISA Group has incurred a complete or partial withdrawal from any Multiemployer Plan, except, in each case, as would not reasonably be expected to have a Material Adverse Effect. If each member of the ERISA Group were to withdraw in a complete withdrawal from all Multiemployer Plans as of the date this assurance is given, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. (d) Except as could would not reasonably be expected, either singly or in the aggregate, to have a Material Adverse Effect, there are no actions, suits or claims pending against or involving a Pension Plan (other than routine claims for benefits) or, to the knowledge of any member of the ERISA Group, which would reasonably be expected to be asserted successfully against any Pension Plan. (e) All members of the ERISA Group have made all contributions to or under each Pension Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, the terms of such Pension Plan or Multiemployer Plan, respectively, or any contract or agreement requiring contributions to a Pension Plan or Multiemployer Plan, save in each case where any failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (f) Except as would not reasonably be expected to have a Material Adverse Effect, (i) no termination of a Single Employer Pension Plan has occurred or which is reasonably expected subject to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor Section 412 of the PBGC Code or a Single Employer Plan Section 302 of ERISA has applied for or a Multiemployer Plan has arisen during the past five yearsreceived an extension of any amortization period, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 412 of the Code or Section 406 302 or 304 of ERISA; (ii) no member of the ERISA Group has occurred ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Pension Plan subject to Section 4064(a) of ERISA to which it made contributions; (iii) no member of the ERISA Group has incurred or reasonably expects to incur any liability to the PBGC save for any liability for premiums in the ordinary course; (iv) no lien imposed under the Code or ERISA on the assets of any member of the ERISA Group exists or is reasonably expected likely to occur arise on account of any Pension Plan; and (v) no member of the ERISA Group has any liability under Section 4069 or 4212(c) of ERISA. (g) Each Foreign Pension Plan has been maintained in compliance with respect to its terms and with the requirements of any Planand all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except Except as could would not reasonably be expected to have result in a Material Adverse Effect, (i) all contributions required to be made with respect to a Foreign Pension Plan have been timely made, and (ii) neither the Borrower nor any of its Subsidiaries has incurred any obligation in connection with the termination of, or withdrawal from, any Foreign Pension Plan. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except Except as could would not reasonably be expected to have result in a Material Adverse Effect, the present value of the accrued benefits liabilities (whether or not vested) under each Foreign Pension Plan, determined as of the end of the Borrower’s most recently ended fiscal year, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities.

Appears in 3 contracts

Samples: Credit Agreement (NRG Yield, Inc.), Credit Agreement, Credit Agreement (NRG Yieldco, Inc.)

ERISA. (a) Neither a Reportable Event any Loan Party nor a any member of the Controlled Group maintains, or is obligated to contribute to, any Multiemployer Plan or has incurred, or is reasonably expected to incur, any withdrawal liability to any Multiemployer Plan. Each Plan complies in all material respects with its terms and with all applicable requirements of law and regulations, except if failure to satisfy comply would not reasonably be expected to have a Material Adverse Effect. Neither any Loan Party nor any member of the minimum funding standard Controlled Group has, with respect to any Plan, failed to make any contribution or pay any amount required under Section 412 of the Code or Section 302 of ERISA or the terms of such Plan which would reasonably be expected to have a Material Adverse Effect. There are no pending or, to the knowledge of any officer of a Loan Party, threatened claims, actions, investigations or lawsuits against any Plan, any fiduciary thereof, or such Loan Party or any member of the Controlled Group with respect to a Plan which would reasonably be expected to have a Material Adverse Effect. Neither any Loan Party nor any member of the Controlled Group has engaged in any prohibited transaction (as defined in Section 4975 of the Code or Section 406 of ERISA, whether or not waived ) in connection with any Plan which would reasonably be expected to have a Material Adverse Effect. No Termination Event has occurred or is reasonably expected to occur with respect to any Single Employer Plan which would reasonably be expected to have a Material Adverse Effect. (b) As of the date hereof, no Borrower is nor will be (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Code; (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Code; or (4) a “governmental plan” within the meaning of ERISA. (c) Except as would not reasonably be expected to have a Material Adverse Effect, neither the Parent nor any Subsidiary as of the date hereof is, or has at any time in the six years prior to the date hereof been, (i) an employer (for the purposes of Sections 38 to 51 of the Pensions Act 2004) of any occupational pension scheme which is not a money purchase scheme (as both such terms are defined in the Pension Schemes Act 1993), is not a Permitted UK Defined Benefit Pension Plan and is not a scheme within Section 38(1)(b) of the Pensions Xxx 0000 or (ii) “connected” with or an “associate” (as those terms are used in Sections 38 and 43 of the Pensions Act 2004) of such an employer. The present value of all accumulated benefit obligations under each Permitted UK Defined Benefit Pension Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not exceed the fair market value of the assets of such Permitted UK Defined Benefit Pension Plan, and in each Single Employer Plan and Multiemployer Plan is in compliance in all respects with case as of the applicable provisions date of ERISA and the Code most recent financial statements prior to the date hereof reflecting such amounts, except where any underfunding of the Permitted UK Defined Benefit Pension Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) as of such Reportable Event, failure, or non-compliance could date would not reasonably be expected to have a Material Adverse Effect. No withdrawal As of the date hereof, neither the Parent nor any Subsidiary has been issued with a contribution notice or financial support direction by the Borrower UK Pensions Regulator or received any Commonly Controlled Entity warning notice from a Single Employer Plan subject the UK Pensions Regulator relating to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination the issue of a Single Employer Plan has occurred contribution notice or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse Effectfinancial support direction.

Appears in 3 contracts

Samples: Credit Agreement (Aon PLC), Five Year Credit Agreement (Aon PLC), Credit Agreement (Aon PLC)

ERISA. Neither a Reportable (i) An ERISA Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur occurs with respect to any Single Employer Plan, and each Single Employer a Pension Plan and or Multiemployer Plan is in compliance in all respects (or a similar event occurs with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, respect to a Foreign Plan) which has resulted or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by Effect or result in liability of the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 Borrowers under Title IV of ERISA during in an aggregate amount in excess of the Threshold Amount, (ii) an event occurs with respect to a plan year in Foreign Plan which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) has resulted or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as Effect or to result in liability of the Loan Parties in an aggregate amount in excess of the Threshold Amount, (iii) there shall exist an amount of Unfunded Pension Liabilities, individually or in the aggregate, (excluding for purposes of such computation any Pension Plans, Canadian Pension Plans and Foreign Plans with respect to which assets exceed benefit liabilities) which has had or could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the (iv) any Borrower or any Commonly Controlled Entity ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan, or Canadian Loan Parties fail to pay when due, after the expiration of any applicable grace period, any amount with respect to its withdrawal liability under Canadian Employee Benefits Legislation, in favor either case in an aggregate amount that could reasonably be expected to result in liability in excess of the PBGC Threshold Amount or a Single Employer Plan which has had or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction , or (within the meaning of Section 4975 of the Code or Section 406 of ERISAiv) any event has occurred or is reasonably expected to occur condition exists with respect to any Plan, except as Foreign Plan that has resulted or could not reasonably result in any Foreign Plan being ordered or required to be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete wound up in whole or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject in part pursuant to any liability applicable laws or having any applicable registration revoked or refused for the purposes of any applicable pension benefits or tax laws or being placed under ERISA if the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as administration of the valuation date most closely preceding the date on relevant pension benefits regulatory authority or being required to pay any taxes or penalties under applicable pension benefits and tax laws and which this representation is made or deemed made, except, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is liability in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 excess of the Code Threshold Amount or Section 305 of ERISA), except as which has had or could not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Credit Agreement (Masonite International Corp), Credit Agreement (Masonite International Corp), Credit Agreement (Masonite International Corp)

ERISA. Neither a Reportable Event (a) As of the date of this Agreement, neither an Obligor nor a any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified in Schedule 9 (ERISA Plans). (b) Each Employee Benefit Plan is in compliance in form and operation with its terms and with ERISA and the Code (including Code provisions compliance with which is necessary for any intended favourable tax treatment) and all other Applicable Laws, except where any failure to satisfy comply would not, individually or in the minimum funding standard aggregate, reasonably be expected to result in any material liability of any Obligor or ERISA Affiliate. (c) Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined by the Internal Revenue Service to be exempt under Section 501(a) of the Code, taking into account all applicable tax law changes, and nothing has occurred since the date of each such determination that would reasonably be expected to adversely affect such determination (or, in the case of an Employee Benefit Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favourable determination by the Internal Revenue Service or otherwise materially adversely affect such qualification). (d) No liability has been incurred by any Obligor or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that would not, individually or in the aggregate, reasonably be expected to result in a material liability of such Obligor or ERISA Affiliate. (e) Except where the failure of any of the following representations to be correct in all material respects would not, individually or in the aggregate, reasonably be expected to result in a material liability of any Obligor or any ERISA Affiliate, no Obligor or any ERISA Affiliate has: (i) engaged in a non‑exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code; (ii) incurred any liability to the PBGC which remains outstanding, or reasonably expects to incur any such liability other than the payment of premiums and there are no premium payments which are within the applicable time limits prescribed by Applicable Law, due and unpaid; (iii) failed to make a required contribution or payment to a Multiemployer Plan within the applicable time limits prescribed by Applicable Law; or (iv) failed to make a required instalment or other required payment under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of . (f) No ERISA and the Code except where such Reportable Termination Event, failure, which individually or non-compliance could not in the aggregate would reasonably be expected to have result in a Material Adverse Effect. No withdrawal by the Borrower material liability of any Obligor or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA Affiliate has occurred or is reasonably expected to occur. (g) Except where the failure of any of the following representations to be correct in all material respects would not, except as could not individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effectmaterial liability of any Obligor or any ERISA Affiliate, no termination proceeding, claim (other than a benefits claim in the ordinary course), lawsuit and/or investigation is existing or, to the best knowledge of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower after due inquiry, threatened concerning or any Commonly Controlled Entity involving any: (i) employee welfare benefit plan (as defined in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 3(1) of ERISA) has occurred currently maintained or is reasonably expected contributed to occur any Obligor or any ERISA Affiliate; (ii) Pension Plan; or (iii) Multiemployer Plan. (h) There exists no Unfunded Pension Liability with respect to any Pension Plan, except as could for any such Unfunded Pension Liability that individually or together with any other positive Unfunded Pension Liabilities with respect to any Pension Plans, is not reasonably be expected to have result in a Material Adverse Effect. Neither the Borrower nor material liability of any Commonly Controlled Entity has had a complete Obligor or partial withdrawal from any Multiemployer Plan ERISA Affiliate. (i) If each Obligor and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject to any liability under each ERISA if the Borrower or any such Commonly Controlled Entity Affiliate were to withdraw completely in a complete withdrawal from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation assurance is made given or deemed madegiven, except, in each case, for any the aggregate withdrawal liability that could would be incurred would not reasonably be expected to result in a Material Adverse Effect. material liability of any Obligor or ERISA Affiliate. (j) No failure Pension Plan which is subject to make a required contribution to a Multiemployer Plan Section 412 of the Code or Section 302 of ERISA has occurred applied for or is reasonably expected to occurreceived an extension of any amortization period, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 412 of the Code or Section 305 302 or 304 of ERISA). No Obligor or ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, except withdrawn as could not reasonably be expected a substantial employer so as to have a Material Adverse Effectbecome subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Pension Plan subject to Section 4064(a) of ERISA to which it made contributions. No Lien imposed under the Code or ERISA on the assets of any Obligor or any ERISA Affiliate exists or is likely to arise on account of any Pension Plan. No Obligor or ERISA Affiliate has any liability under Section 4069 or 4212(c) of ERISA.

Appears in 2 contracts

Samples: Bpifae Facility Agreement (Globalstar, Inc.), Bpifae Facility Agreement (Globalstar, Inc.)

ERISA. Neither a Reportable Event nor a (i) Each Plan is in compliance in form and operation with its terms and with ERISA and the Code (including the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except where any failure to satisfy comply, individually or in the minimum funding standard aggregate, would not reasonably be expected to result in a Material Adverse Effect. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable tax law changes or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification), other than, in each case, as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. No ERISA Event has occurred, or is reasonably expected to occur, other than as would not reasonably be expected to result in a Material Adverse Effect. (ii) There exists no material Unfunded Pension Liability with respect to any Plan, except as would not reasonably be expected to result in a Material Adverse Effect. (iii) No Credit Party or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make contributions to any Multiemployer Plan, other than as would not reasonably be expected to result in a Material Adverse Effect. (iv) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Company, any Credit Party or any ERISA Affiliate, threatened, which have resulted or would reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect. (v) Each Credit Party and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any contract or agreement requiring contributions to a Plan or Multiemployer Plan save where any failure to comply, individually or in the aggregate, has not resulted and would not reasonably be expected to result in a Material Adverse Effect. (vi) No Plan which is subject to Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred applied for or is reasonably expected to occurreceived an extension of any amortization period, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 412 of the Code or Section 406 302 or 304 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably ERISA other than where such extension 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure Credit Party or any ERISA Affiliate has ceased operations at a facility so as to make become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a required contribution substantial employer so as to a Multiemployer become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan has occurred or is reasonably expected subject to occurSection 4064(a) of ERISA to which it made contributions, except other than as could would not reasonably be expected to have result in a Material Adverse Effect. No such Multiemployer Plan is in Reorganization Credit Party or Insolvent any ERISA Affiliate have incurred or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), reasonably expect to incur any liability to PBGC except as could has not resulted in and would not reasonably be expected to have result in a Material Adverse Effect, and no Lien imposed under the Code or ERISA on the assets of any Credit Party or any ERISA Affiliate exists or, to the knowledge of the Company, is likely to arise on account of any Plan other than as would not reasonably be expected to result in a Material Adverse Effect. None of the Credit Parties or any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA, other than as would not reasonably be expected to result in a Material Adverse Effect. (vii) Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as has not resulted in and would not reasonably be expected to result in a Material Adverse Effect. All contributions required to be made with respect to a Non-U.S. Plan have been timely made, except as has not resulted in and would not reasonably be expected to result in a Material Adverse Effect. Neither Company nor any of its Restricted Subsidiaries has incurred any material obligation in connection with the termination of, or withdrawal from, any Non-U.S. Plan, other than as would not reasonably be expected to result in a Material Adverse Effect. The present value of the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan, determined as of the end of the Non-U.S. Plan’s 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 Non-U.S. Plan allocable to such benefit liabilities, except as would not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Convertible Note Purchase Agreement (DoorDash Inc), Convertible Note Purchase Agreement (DoorDash Inc)

ERISA. Neither a Reportable Event nor a failure (i) Schedule 4.01(m) lists all Plans and separately identifies all Pension Plans, including all Title IV Plans, Multiemployer Plans, ESOPs and Welfare Plans, including all Retiree Welfare Plans. Each Qualified Plan has been determined by the IRS to satisfy the minimum funding standard qualify under Section 412 401(a) of the Code or IRC, the trusts created thereunder have been determined to be exempt from tax under the provisions of Section 302 501 of ERISAthe IRC, whether or not waived and, except as set forth on Schedule 4.01(m), nothing has occurred or is that could reasonably be expected to occur with respect to any Single Employer Plancause the loss of such qualification or tax-exempt status. Except as otherwise provided in Schedule 4.01(m), and (x) each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code IRC, including the timely filing of all reports required under the IRC or ERISA, except where such Reportable Eventnoncompliance, failureif any, that would not reasonably be expected to have a Material Adverse Effect, (y) no Transaction Party or non-compliance any of their respective ERISA Affiliates has failed to make any contribution or pay any amount due as required by either Section 412 of the IRC or Section 302 of ERISA or the terms of any Plan, subject to such sections, except such noncompliance, if any, that would not reasonably be expected to have a Material Adverse Effect and (z) no Transaction Party or any of their respective ERISA Affiliates has engaged in a “prohibited transaction,” as defined in Section 4975 of the IRC, in connection with any Plan that could reasonably be expected to subject any Transaction Party to a material tax on prohibited transactions imposed by Section 4975 of the IRC. (ii) Except as set forth in Schedule 4.01(m): (A) no Title IV Plan has any Unfunded Pension Liability in excess of $1,000,000; (B) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred within the past three years or is reasonably expected to occur except such ERISA Events that could not reasonably be expected to have a Material Adverse Effect. No withdrawal by ; (C) there are no pending or, to the Borrower knowledge of any Transaction Party, claims overtly threatened in writing (other than claims for benefits in the normal course), sanctions, actions or lawsuits, asserted or instituted against any Plan or any Commonly Controlled Entity from a Single Employer Person as fiduciary or sponsor of any Plan subject which are reasonably probable to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is be determined adversely and if so are reasonably expected to occur, except as could not reasonably be expected likely to have a Material Adverse Effect. Except ; (D) no Transaction Party or any of their respective ERISA Affiliates has incurred or reasonably expects to incur any material liability as could not reasonably be expected to have a Material Adverse Effect, no termination result of a Single Employer complete or partial withdrawal from a Multiemployer Plan; (E) within the last five years no Title IV Plan with Unfunded Pension Liabilities has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor been transferred outside of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction “controlled group” (within the meaning of Section 4975 of the Code or Section 406 4001(a)(14) of ERISA) has occurred of any Transaction Party or is reasonably expected to occur with respect to their respective ERISA Affiliates; (F) Stock of all Transaction Parties and their respective ERISA Affiliates makes up, in the aggregate, no more than 10% of the assets of any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject to any liability under ERISA if Title I of ERISA, measured on the Borrower or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans basis of fair market value as of the last valuation date most closely preceding the date on which this representation is made or deemed made, except, in each case, for of any Plan; and (G) no liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer under any Title IV Plan has occurred been satisfied with the purchase of a contract from an insurance company that is not rated AAA by S&P or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse Effectan equivalent rating by another nationally recognized rating agency.

Appears in 2 contracts

Samples: Receivables Sale and Servicing Agreement (Rexnord Corp), Receivables Sale and Servicing Agreement (Rexnord LLC)

ERISA. Neither As soon as possible and, in any event, within ten (10) Business Days after the Lead Borrower or any Restricted Subsidiary of the Lead Borrower knows of the occurrence of any of the following, the Lead Borrower will deliver to the Administrative Agent a Reportable certificate of the chief financial officer of the Lead Borrower setting forth the full details as to such occurrence and the action, if any, that the Lead Borrower, such Restricted Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given or filed by the Lead Borrower, such Restricted Subsidiary, the Plan administrator or such ERISA Affiliate to or with the PBGC or any other Governmental Authority, or a Plan participant and any notices received by the Lead Borrower, such Restricted Subsidiary or such ERISA Affiliate from the PBGC or any other Governmental Authority, or a Plan participant with respect thereto: that (a) an ERISA Event nor has occurred that is reasonably expected to result in a failure Material Adverse Effect; (b) there has been an increase in Unfunded Pension Liabilities since the date the representations hereunder are given, or from any prior notice, as applicable, in either case, which is reasonably expected to satisfy result in a Material Adverse Effect; (c) there has been an increase in the minimum funding standard estimated withdrawal liability under Section 4201 of ERISA, if the Lead Borrower, any Restricted Subsidiary of the Lead Borrower and the ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans which is reasonably expected to result in a Material Adverse Effect, (d) the Lead Borrower, any Restricted Subsidiary of the Lead Borrower or any ERISA Affiliate adopts, or commences contributions to, any Plan subject to Section 412 of the Code, or adopts any amendment to a Plan subject to Section 412 of the Code which is reasonably expected to result in a Material Adverse Effect, (e) that a contribution required to be made with respect to a Foreign Pension Plan has not been timely made which failure is reasonably likely to result in a Material Adverse Effect; or Section 302 of ERISA, whether or not waived (f) that a Foreign Pension Plan has occurred been or is reasonably expected to occur with respect to any Single Employer Planbe terminated, reorganized, partitioned or declared insolvent and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or event is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure The Lead Borrower will also deliver to make the Administrative Agent, upon request by the Administrative Agent, a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 complete copy of the Code most recent annual report (on Internal Revenue Service Form 5500-series, including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) filed with the Internal Revenue Service or Section 305 other Governmental Authority of ERISA), except as could not reasonably be expected to have each Plan that is maintained or sponsored by the Lead Borrower or a Material Adverse EffectRestricted Subsidiary.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Bway Intermediate Company, Inc.), Credit Agreement (Bway Intermediate Company, Inc.)

ERISA. Neither a Reportable Event nor a failure to satisfy (a) Except as, either individually or in the minimum funding standard under Section 412 of the Code or Section 302 of ERISAaggregate, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plannot, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse EffectChange, the Guarantor and its ERISA Affiliates are in compliance with the applicable provisions of ERISA and the Code and the regulations and published interpretations thereunder as they relate to each Plan. No failure to make a required contribution to a Multiemployer Plan ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, except could reasonably be expected to result in a Material Adverse Change. (b) Except as, either individually or in the aggregate, has not, and would not reasonably be expected to result in material liability of the Guarantor or any of its ERISA Affiliates, the present value of all benefit liabilities of all underfunded Plans (determined based on the projected benefit obligation with respect to such underfunded Plans based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the last annual valuation dates applicable thereto, exceed the fair market value of the assets of all such underfunded Plans. (c) Except as, either individually or in the aggregate, has not, and would not reasonably be expected to result in a Material Adverse Change, each Foreign Pension Plan is in compliance in all material respects with all requirements of Law applicable thereto and the respective requirements of the governing documents for such plan. With respect to each Foreign Pension Plan, none of the Guarantor, its Affiliates or any of their respective directors, officers, employees or agents has engaged in a transaction that would subject the Guarantor or any of its Subsidiaries, directly or indirectly, to a tax or civil penalty that could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. With respect to each Foreign Pension Plan, reserves have been established in the financial statements furnished to the Agent in respect of any unfunded liabilities in accordance with applicable Law and prudent business practice or, where required, in accordance with ordinary accounting practices in the jurisdiction in which such Foreign Pension Plan is maintained. The aggregate unfunded liabilities with respect to such Foreign Pension Plans could not reasonably be expected to have result in a Material Adverse EffectChange. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 The present value of the Code or Section 305 aggregate accumulated benefit liabilities of ERISAall such Foreign Pension Plans (based on those assumptions used to fund each such Foreign Pension Plan) did not, as of the last annual valuation date applicable thereto, exceed the fair market value and the projected fair market value of the assets held in trust under all such Foreign Pension Plans (including any assets to be funded pursuant to an agreed funding plan), except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

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

ERISA. Neither a Reportable Event nor a failure Each Benefit Arrangement and Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. Each Benefit Arrangement and Plan (and each related trust, if any) which is intended to satisfy the minimum funding standard be qualified under Section 412 401(a) of the Code has received a favorable 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 covering all applicable tax law changes, or Section 302 is comprised of ERISAa master or prototype plan that has received a favorable opinion letter from the Internal Revenue Service, whether and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Benefit Arrangement or not waived Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification). No ERISA Event has occurred or is reasonably expected to occur with respect to a Plan. There exists no Unfunded Pension Liability with respect to any Single Employer Plan. None of the Parent, any of its Subsidiaries, or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer Plan. There are no actions, suits or claims pending against or involving a Benefit Arrangement or Plan (other than routine claims for benefits) or, to the knowledge of the Parent, any of its Subsidiaries, or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against such Benefit Arrangement or Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in liability to the Parent or any of its Subsidiaries. The Parent, each of its Subsidiaries, and each Single Employer ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan is in compliance in all respects with required by law within the applicable provisions time limits prescribed thereby, by the terms of ERISA and the Code except where such Reportable EventPlan or Multiemployer Plan, failurerespectively, or non-compliance could not reasonably be expected by any contract or agreement requiring contributions to have a Material Adverse EffectPlan or Multiemployer Plan. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred applied for or is reasonably expected to occur. No Lien against the Borrower or received an extension of any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (amortization period within the meaning of Section 4975 412 of the Code or Section 406 303 or 304 of ERISA. None of the Parent, any of its Subsidiaries, or any ERISA Affiliate have ceased operations at a facility so as to become subject to the provisions of Section 4068(a) has occurred of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or is reasonably expected to occur with respect ceased making contributions to any PlanPlan subject to Section 4064(a) of ERISA to which it made contributions. Each Non-U.S. Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effectliability to the Parent or any of its Subsidiaries. No failure All contributions required to make a required contribution be made with respect to a Multiemployer Non-U.S. Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effectbeen timely made. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 None of the Code Parent nor any of its Subsidiaries has incurred any obligation in connection with the termination of, or Section 305 withdrawal from, any Non-U.S. Plan. The present value of ERISA)the accrued benefit liabilities (whether or not vested) under each Non-U.S. Plan, except determined as could of the end of the Parent’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not reasonably be expected exceed the current value of the assets of such Non-U.S. Plan allocable to have a Material Adverse Effectsuch benefit liabilities.

Appears in 2 contracts

Samples: Credit Agreement (Tessco Technologies Inc), Credit Agreement (Tessco Technologies Inc)

ERISA. Neither Promptly upon a Reportable Event nor Responsible Officer of Borrower obtaining knowledge thereof, Xxxxxxxx will deliver to the Administrative Agent a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is written notice setting forth in compliance in all respects with the applicable provisions of ERISA reasonable detail such occurrence and the Code except where action, if any, that Borrower, any Restricted Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given or filed by Borrower, such Reportable Event, failure, Restricted Subsidiary or non-compliance could not reasonably be expected the Plan administrator or such ERISA Affiliate to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of with the PBGC or a Single Employer any other Governmental Authority, the Multiemployer Plan sponsor or a Plan participant and any notices received by Borrower, such Restricted Subsidiary or such ERISA Affiliate from the PBGC or any other Governmental Authority, the Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have sponsor or a Material Adverse Effect. No non-exempt prohibited transaction Plan participant with respect thereto: that (within the meaning of Section 4975 of the Code or Section 406 of ERISAa) an ERISA Event has occurred or that is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure ; (b) there has been an increase in Unfunded Pension Liabilities since the most recent date the representations hereunder are given, or from any prior notice, as applicable, in either case, which is reasonably expected to make result in a required contribution Material Adverse Effect; (c) there has been an increase in the estimated withdrawal liability under Section 4201 of ERISA, if Borrower, any Restricted Subsidiary of Borrower and the ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans which is reasonably expected to result in a Material Adverse Effect; (d) Borrower, any Restricted Subsidiary of Borrower or any ERISA Affiliate adopts, or commences contributions to, any Plan subject to Section 412 of the Code, or adopts any amendment to a Multiemployer Plan subject to Section 412 of the Code which is reasonably expected to result in a Material Adverse Effect; (e) a contribution required to be made with respect to a Foreign Pension Plan has occurred not been timely made which failure is reasonably likely to result in a Material Adverse Effect; or (f) a Foreign Pension Plan has been or is reasonably expected to occurbe terminated, except as could not reorganized, partitioned, or declared insolvent, and such event is reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is result in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Ingram Micro Holding Corp), Term Loan Credit Agreement (Ingram Micro Holding Corp)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could (a) Except as would not reasonably be expected to result in a Material Adverse Effect, the Group Members and each ERISA Affiliate have complied in all respects with ERISA and, where applicable, the Code regarding each Plan. (b) Except as would not reasonably be expected to result in a Material Adverse Effect, each Plan is, and has been, maintained in compliance with ERISA and, where applicable, the Code. (c) Except as would not reasonably be expected to result in a Material Adverse Effect, to the knowledge of any Senior Officer of the Borrower, no act, omission or transaction has occurred which could reasonably be expected to result in imposition on any Group Member or any ERISA Affiliate (whether directly or indirectly) of (i) either a material civil penalty assessed pursuant to subsections (c), (i) or (l) of section 502 of ERISA or a material tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (ii) material breach of fiduciary duty liability damages under section 409 of ERISA. (d) No Plan or any trust created under any such Plan has been terminated in the six consecutive year period ending on the date hereof and no steps have been taken to terminate any Plan where such termination could reasonably be expected to result in a Material Adverse Effect. No withdrawal by liability to the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 PBGC (other than for the payment of ERISA during a plan year in current premiums which it was a substantial employer (as defined in Section 4001(a)(2are not past due) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred been or is reasonably expected to occur, except as be incurred by any Group Member or any ERISA Affiliate with respect to any Plan that could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity result in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction ERISA Event with respect to any Plan has occurred where such ERISA Event could reasonably be expected to result in a Material Adverse Effect. (within e) Except as would not reasonably be expected to result in a Material Adverse Effect, (i) full payment when due has been made of all amounts which any Group Member or any ERISA Affiliate is required under the meaning terms of Section 4975 each Plan or applicable law to have paid as contributions to such Plan as of the date hereof, and (ii) no failure to meet the minimum funding standard under section 303 of ERISA or section 430 of the Code, whether or not waived, exists with respect to any Plan. (f) Except as would not reasonably be expected to result in a Material Adverse Effect, the actuarial present value of the benefit liabilities under each Plan does not, as of the end of the Borrower’s most recently ended fiscal year, exceed the current value of the assets of such Plan allocable to such benefit liabilities, computed in accordance with the actuarial assumptions used for funding such Plan pursuant to Sections 412 and 430 of the Code or Section 406 of ERISAfor the applicable plan year. (g) No contribution failure has occurred with respect to any Plan sufficient to give rise to a material lien under section 303(k) of ERISA in an amount in excess of $100.0 million. (h) Neither any Group Member nor any ERISA Affiliate has incurred at any time in the six-year period immediately preceding the date hereof, or is reasonably expected to occur with respect incur withdrawal liability under Section 4201 of ERISA to any Multiemployer Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial extent such withdrawal liability from any such Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably plan 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure Neither any Group Member nor, to make a required contribution to the knowledge of the Borrower, any ERISA Affiliate has received any notice concerning the determination that a Multiemployer Plan has occurred is, or is reasonably expected to occurbe, insolvent or in critical or endangered status, within the meaning of Title IV of ERISA, except as could would not reasonably be expected to have result in a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status . (within the meaning of Section 432 of the Code or Section 305 of ERISA), except i) Except as could would not reasonably be expected to have result in a Material Adverse Effect, there are no going-concern unfunded actuarial liabilities, past service unfunded liabilities or solvency deficiencies with respect to any employee benefit plan that is exempt from ERISA by reason of section 4(b)(4) thereof and is sponsored, maintained, or contributed to by any Group Member or any ERISA Affiliate.

Appears in 2 contracts

Samples: Bridge Term Loan Credit Agreement (T-Mobile US, Inc.), Credit Agreement (T-Mobile US, Inc.)

ERISA. Neither a Reportable Event nor a any failure to satisfy the "minimum funding standard under standard" (within the meaning of Section 412 of the Code or Section 302 of ERISA, whether or not waived ) has occurred during the 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 PlanPlan that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, and each Single Employer Plan (and, to the knowledge of any Loan Party, each Multiemployer Plan and Multiemployer Plan is in compliance multiemployer welfare plan maintained pursuant to a collective bargaining agreement with respect to which any Loan Party has any liability) has complied in all respects with the applicable provisions of ERISA ERISA, the Code and the Code constituent documents of such Plan, except where such Reportable Event, failure, or for instances of non-compliance that, in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from termination of a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred during such six-year period or is reasonably expected to occuroccur (other than a termination described in Section 4041(b) of ERISA), except as could not and no Lien in favor of a Plan or the PBGC in connection with any Plan has arisen during such six-year period or is reasonably be expected to have a Material Adverse Effectarise. Except as to the extent that any such excess could not reasonably be expected to have a Material Adverse Effect, no termination the present value of a all accrued benefits under each Single Employer Plan has occurred or is reasonably expected (based on those assumptions used to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor fund such Plans) did not, as of the PBGC last annual valuation date prior to the date on which this representation is made or a Single Employer deemed made, exceed the value of the assets of such Plan or a Multiemployer Plan has arisen during allocable to such accrued benefits. Except to the past five years, except as extent that such liability could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction , (within the meaning of Section 4975 a) none of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower Loan Parties nor any Commonly Controlled Entity has have had a complete or partial withdrawal from any Multiemployer Plan Plan, and neither (b) none of the Borrower nor any Commonly Controlled Entity reasonably Loan Parties would 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a no such Multiemployer Plan has occurred is in Reorganization, Insolvent or terminating or is reasonably expected to occurbe in Reorganization, except as become Insolvent or be terminated. Except to the extent that any such excess could not reasonably be expected to 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 Loan 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) other than such liability disclosed in the financial statements of the Loan Parties does not, in the aggregate, exceed the assets under all such Plans allocable to such benefits. No such Multiemployer Plan is None of the Loan Parties or any Commonly Controlled Entity has engaged in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning a prohibited transaction under Section 406 of ERISA and/or Section 432 4975 of the Code or in connection with any Plan that would subject any Loan Party to liability under ERISA and/or Section 305 4975 of ERISA), except as the Code that could not reasonably be expected to have a Material Adverse Effect. There is no other circumstance existing which may give rise to a liability in relation to any Plan that could reasonably be expected to have a Material Adverse Effect. None of the assets of the Borrower constitute "plan assets" for purposes of Section 406 of ERISA and/or Section 4975 of the Code, or for purposes of any other applicable statute, regulation or other rule which is materially similar to Section 406 of ERISA or Section 4975 of the Code.

Appears in 2 contracts

Samples: Credit Agreement (Aegean Marine Petroleum Network Inc.), Uncommitted Credit Agreement (Aegean Marine Petroleum Network Inc.)

ERISA. Neither a Reportable Event (a) As of the date of this Agreement, neither an Obligor nor a any ERISA Affiliate maintains or contributes to, or has any obligation under, any Employee Benefit Plans other than those identified in Schedule 9 (ERISA Plans). (b) Each Employee Benefit Plan is in compliance in form and operation with its terms and with ERISA and the Code (including Code provisions compliance with which is necessary for any intended favourable tax treatment) and all other Applicable laws, except where any failure to satisfy comply would not, individually or in the minimum funding standard aggregate, reasonably be expected to result in any material liability of any Obligor or ERISA Affiliate. (c) Each Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, and each trust related to such plan has been determined by the Inland Revenue Service to be exempt under Section 501(a) of the Code, taking into account all applicable tax law changes (or has been submitted, or is within the remedial amendment period for submitting, an application for such a determination from the Internal Revenue Service), and nothing has occurred since the date of each such determination that would reasonably be expected to adversely affect such determination (or, in the case of a Employee Benefit Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favourable determination by the Internal Revenue Service or otherwise materially adversely affect such qualification). (d) No liability has been incurred by any Obligor or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that would not, individually or in the aggregate, reasonably be expected to result in a material liability of such Obligor or ERISA Affiliate. (e) Except where the failure of any of the following representations to be correct in all material respects would not, individually or in the aggregate, reasonably be expected to result in a material liability of any Obligor or any ERISA Affiliate, no Obligor or any ERISA Affiliate has: (i) engaged in a non-exempt prohibited transaction described in Section 406 of ERISA or Section 4975 of the Code; (ii) incurred any liability to the PBGC which remains outstanding, or reasonably expects to incur any such liability other than the payment of premiums and there are no premium payments which are within the applicable time limits prescribed by Applicable Law, due and unpaid; (iii) failed to make a required contribution or payment to a Multiemployer Plan within the applicable time limits prescribed by Applicable Law; or (iv) failed to make a required instalment or other required payment under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of . (f) No ERISA and the Code except where such Reportable Termination Event, failure, which individually or non-compliance could not in the aggregate would reasonably be expected to have result in a Material Adverse Effect. No withdrawal by the Borrower material liability of any Obligor or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA Affiliate has occurred or is reasonably expected to occur. (g) Except where the failure of any of the following representations to be correct in all material respects would not, except as could not individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effectmaterial liability of any Obligor or any ERISA Affiliate, no termination proceeding, claim (other than a benefits claim in the ordinary course), lawsuit and/or investigation is existing or, to the best knowledge of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower after due inquiry, threatened concerning or any Commonly Controlled Entity involving any: (i) employee welfare benefit plan (as defined in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 3(1) of ERISA) has occurred currently maintained or is reasonably expected contributed to occur any Obligor or any ERISA Affiliate; (ii) Pension Plan; or (iii) Multiemployer Plan. (h) There exists no Unfunded Pension Liability with respect to any Pension Plan, except as could for any such Unfunded Pension Liability that individually or together with any other positive Unfunded Pension Liabilities with respect to any Pension Plans, is not reasonably be expected to have result in a Material Adverse Effect. Neither the Borrower nor material liability of any Commonly Controlled Entity has had a complete Obligor or partial withdrawal from any Multiemployer Plan ERISA Affiliate. (i) If each Obligor and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject to any liability under each ERISA if the Borrower or any such Commonly Controlled Entity Affiliate were to withdraw completely in a complete withdrawal from all Multiemployer Plans as of the valuation date most closely preceding the date on which this representation assurance is made given or deemed madegiven, except, in each case, for any the aggregate withdrawal liability that could would be incurred would not reasonably be expected to result in a Material Adverse Effect. material liability of any Obligor or ERISA Affiliate. (j) No failure Pension Plan which is subject to make a required contribution to a Multiemployer Plan Section 412 of the Code or Section 302 of ERISA has occurred applied for or is reasonably expected to occurreceived an extension of any amortization period, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 412 of the Code or Section 305 303 or 304 of ERISA). No Obligor or ERISA Affiliate has ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, except withdrawn as could not reasonably be expected a substantial employer so as to have a Material Adverse Effectbecome subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Pension Plan subject to Section 4064(a) of ERISA to which it made contributions. No Lien imposed under the Code or ERISA on the assets of any Obligor or any ERISA Affiliate exists or is likely to arise on account of any Pension Plan. No Obligor or ERISA Affiliate has any liability under Section 4069 or 4212(c) of ERISA.

Appears in 2 contracts

Samples: Coface Facility Agreement (Globalstar, Inc.), Facility Agreement (Globalstar, Inc.)

ERISA. Neither a Reportable Event nor a failure (A) Borrower does not maintain or contribute to satisfy the minimum funding standard under and is not required to contribute to, an “employee benefit plan” as defined by Section 412 of the Code or Section 302 3(3) of ERISA, whether or not waived which is subject to Title IV of ERISA (other than a “multiemployer plan” as defined by Section 3(37) of ERISA), and Borrower (i) has occurred no knowledge of any material liability which has been incurred or is reasonably expected to occur be incurred by Borrower which is reasonably likely to result in a Material Adverse Effect and is or remains unsatisfied for any taxes or penalties or unfunded contributions with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower “employee benefit plan” or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (“plan,” within the meaning of Section 4975 4975(e)(1) of the Internal Revenue Code or any other benefit plan (other than a “multiemployer plan”) maintained, contributed to, or required to be contributed to by Borrower or by any entity that is under common control with Borrower within the meaning Section 406 4001(a)(14) of ERISAERISA (each, an ERISA Affiliate) (each, a Plan) or any plan that would be a Plan but for the fact that it is a multiemployer plan within the meaning of ERISA Section 3(37); and (ii) has occurred or made and shall continue to make when due all required contributions to all such Plans (other than Plans relating to ERISA Affiliates), if any, where the failure to so contribute is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected likely to result in a Material Adverse Effect. No failure Each such Plan (other than Plans relating to ERISA Affiliates), if any, has been and will be administered in material compliance with its terms and the applicable provisions of ERISA, the Internal Revenue Code, and any other applicable federal or state law; and no action shall be taken or fail to be taken that would result in the disqualification or loss of tax-exempt status of any such Plan intended to be qualified and/or tax exempt; and (B) With respect to any “multiemployer plan,” (i) Borrower has not, since September 26, 1980, made or suffered a “complete withdrawal” or a “partial withdrawal,” as such terms are respectively defined in Sections 4203 and 4205 of ERISA, (ii) Borrower has made and shall continue to make when due all required contributions to all such “multiemployer plans” and (iii) no ERISA Affiliate has, since September 26, 1980, made or suffered a required contribution to “complete withdrawal” or a Multiemployer Plan has occurred or “partial withdrawal,” as such terms are respectively defined in Sections 4203 and 4205 of ERISA which withdrawal is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse Effect. (C) Borrower is not an employee benefit plan, as defined in Section 3(3) of ERISA, whether or not subject to Title I of ERISA, none of the assets of Borrower constitutes or will constitute plan assets of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101 and transactions by or with Borrower are not subject to similar laws regulating investment of, and fiduciary obligations with respect to, plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Code currently in effect (Similar Laws), which prohibit or otherwise restrict the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Loan and Security Agreement (Strategic Hotels & Resorts, Inc), Loan and Security Agreement (Strategic Hotels & Resorts, Inc)

ERISA. Neither a Reportable (a) No ERISA Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect that would reasonably be expected to any Single Employer Plan, and each Single Employer Plan and Multiemployer result in a Material Adverse Effect. Each Plan is in compliance in all respects form and operation with its terms and with the applicable provisions of ERISA and ERISA, the Code and other applicable law, except where for such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could would not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure , each Plan (and each related trust, if any) which is intended to make be qualified under Section 401(a) of the Code has received a required contribution to a Multiemployer Plan has occurred favorable determination letter from the Internal Revenue Service or is reasonably expected in the form of a prototype document that is the subject of a favorable opinion letter. (b) There exists no Unfunded Pension Liability with respect to occurany Plan, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could would not reasonably be expected to have a Material Adverse Effect. (c) If each of the Borrower, each Subsidiary of the Borrower and each ERISA Affiliate were to withdraw from all Multiemployer Plans in a complete withdrawal as of the date this assurance is given, the aggregate withdrawal liability that would be incurred would not reasonably be expected to have a Material Adverse Effect. (d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrower or any Subsidiary of the Borrower, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. (e) The Borrower, any Subsidiary of the Borrower and any ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any contract or agreement requiring contributions to a Plan or Multiemployer Plan except where any failure to comply, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (f) As of the Closing Date, the Borrower is not a Benefit Plan.

Appears in 2 contracts

Samples: Credit Agreement, Credit Agreement (OCI Partners LP)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 (i) Except as listed on Schedule (ff) hereto, none of the Code Company or Section 302 any of ERISA, whether its Subsidiaries or not waived has occurred any of their ERISA Affiliates maintains or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failurecontributes to, or non-compliance could not within the preceding six (6) years has maintained or contributed to, any Employee Benefit Plan. Neither the Company nor any of its Subsidiaries have any current labor problems or disputes that have resulted in, or which such Person reasonably believes would be expected to have have, a Material Adverse Effect. No withdrawal by Employee Benefit Plan has an accumulated or waived funding deficiency or permitted decrease which would create a deficiency in its funding standard account or has applied for an extension of any amortization period within the Borrower meaning of Section 412 of the Internal Revenue Code of 1986, as amended (or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 successor statute thereto) and the regulations thereunder (the “Code”) as of the date hereof, and no Lien imposed under the Code or ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred exists or is likely to arise on account of any Employee Benefit Plan within the meaning of Section 412 of the Code. (ii) Liabilities under any Employee Benefit Plan of the Company or any of its Subsidiaries have been appropriately reflected on the financial statements of the Company and its Subsidiaries in accordance with GAAP. (iii) All of the Employee Benefit Plans are and have been established and administered in all respects in accordance with all applicable laws, regulations or orders with respect thereto, no such failure to comply therewith has, or would be reasonably expected to occurhave, except as could not a Material Adverse Effect. To the extent that any Employee Benefit Plan maintained by the Company or any of its Subsidiaries is intended to qualify for favorable tax treatment under any applicable law, regulation or order, to the knowledge of the Company and the Subsidiaries, no fact or circumstance exists that would reasonably be expected to adversely affect the tax-exempt status of such Employee Benefit Plan. (iv) All obligations regarding the Employee Benefit Plans have been satisfied to the extent due and owing on the date hereof, there are no outstanding defaults or violations by any party to any Employee Benefit Plan and no taxes, penalties or fees are owing under any of the Employee Benefit Plans where such obligations, defaults, violations, unpaid taxes, unpaid penalties or unpaid fees have or would reasonably be expected to have a Material Adverse Effect. Except as could not set forth on Schedule (ff), neither the Company or any ERISA Affiliate has incurred any withdrawal liability under ERISA with respect to any Multiemployer Plan, or is aware of any facts indicating that it or any of its ERISA Affiliates may in the future incur any such withdrawal liability, that has, or would reasonably be expected to have have, a Material Adverse Effect. (v) the Company and each of its Subsidiaries have made available to the Buyers true, no termination correct and complete copies of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except all material Employee Benefit Plans as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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 amended as of the valuation date most closely hereof, as requested by any Buyer. (vi) Each Employee Benefit Plan is fully funded to the extent required by any applicable law, regulation or order. (vii) Except as disclosed in Schedule (ff) or as required by any applicable law, including, without limitation, the Consolidated Omnibus Budget Reconciliation Act of 1986 or any similar state law, regulation or order, none of the Employee Benefit Plans provides health and welfare benefits to retired employees or to the beneficiaries or dependents of retired employees. (viii) As used in this Agreement, “Employee Benefit Plan” means an employee benefit plan (other than a Multiemployer Plan) covered by Title IV of ERISA and maintained (or that was maintained at any time during the six (6) calendar years preceding the date on which of this representation is made Agreement) for employees of the Company, any of its Subsidiaries or deemed madeany of its ERISA Affiliates; “ERISA” means the Employee Retirement Income Security Act of 1974, exceptas amended, and any successor statute of similar import, and regulations thereunder, in each case, as in effect from time to time. References to sections of ERISA shall be construed also to refer to any successor sections; and “ERISA Affiliate” means (a) any Person subject to ERISA whose employees are treated as employed by the same employer as the employees of Parent or any of its Subsidiaries under Code Section 414(b), (b) any trade or business subject to ERISA whose employees are treated as employed by the same employer as the employees of Parent or any of its Subsidiaries under Code Section 414(c), (c) solely for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning purposes of Section 432 302 of ERISA and Section 412 of the Code, any organization subject to ERISA that is a member of an affiliated service group of which Parent or any of its Subsidiaries is a member under Code or Section 305 of ERISA414(m), except as could not reasonably be expected or (d) solely for purposes of Section 302 of ERISA and Section 412 of the Code, any Person subject to have ERISA that is a Material Adverse Effectparty to an arrangement with Parent or any of its Subsidiaries and whose employees are aggregated with the employees of Parent or any of its Subsidiaries under Code Section 414(o).

Appears in 2 contracts

Samples: Securities Purchase Agreement (Comanche Clean Energy Corp), Securities Purchase Agreement (Comanche Clean Energy Corp)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect, each Plan and Non-U.S. Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable 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 covering all applicable tax law changes, or is comprised of a master or prototype plan that has received a favorable opinion letter from the Internal Revenue Service, and nothing has occurred since the date of such determination that would reasonably be expected to adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would reasonably be expected to adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification). No failure to make a required contribution to a Multiemployer Plan ERISA Event has occurred or is reasonably expected to occuroccur that would reasonably be expected to result in a Material Adverse Effect. There exists no Unfunded Pension Liability with respect to any Plan or Non-U.S. Plan that would reasonably be expected to result in a Material Adverse Effect. None of the Borrower, except any of its Restricted Subsidiaries or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the five calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer Plan. There are no actions, suits or claims pending against or involving a Plan or Non-U.S. Plan (other than routine claims for benefits) or, to the knowledge of the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan or Non-U.S. Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect. Except as could would not reasonably be expected to have result in a Material Adverse Effect, each of its Restricted Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan, Non-U.S. Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, by the terms of such Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions to a Plan or Multiemployer Plan. No such Multiemployer Plan which is in Reorganization subject to Section 412 of the Code or Insolvent Section 302 of ERISA has applied for or in “endangered” or “critical” status (received an extension of any amortization period within the meaning of Section 432 412 of the Code or Section 305 303 or 304 of ERISA), except . Except as could would reasonably not reasonably be expected to have result in a Material Adverse Effect, none of the Borrower, any of its Restricted Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions. As of the Closing Date, neither the Borrower nor any Restricted Subsidiaries sponsor, maintain or contribute to any Non-U.S. Plan.

Appears in 2 contracts

Samples: Revolving Credit and Term Loan Agreement (Repay Holdings Corp), Revolving Credit and Term Loan Agreement (Repay Holdings Corp)

ERISA. Neither Except as could not reasonably be expected, either individually or in the aggregate, to have a Reportable Event nor Material Adverse Effect, with respect to each employee benefit plan sponsored by, or contributed to by, any Company or for which any Company has any liability: (a) such employee benefit plan is in compliance with the applicable provisions of ERISA, the Code and other federal, provincial, territorial or state Laws, (b) such employee benefit plan that is intended to be a failure to satisfy the minimum funding standard qualified plan under Section 412 401(a) of the Code has received a favorable determination letter from the IRS, or an application for such a letter is currently being processed by the IRS, and, to the knowledge of any Company, nothing has occurred that would prevent or cause the loss of such tax-qualified status, (c) there are no pending or, to the knowledge of any Company, threatened or contemplated claims, actions or lawsuits, or action by any Governmental Authority, and (d) there has been no non-exempt prohibited transaction under Section 302 406 of ERISA or violation of ERISA, whether or not waived ’s fiduciary responsibility rules. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan all other such ERISA Events for which liability is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have occur, could result in a Material Adverse Effect. No withdrawal by Company nor any of its ERISA Affiliates reasonably anticipates that any Material Adverse Effect will arise from any increase either in the Borrower annual financial expense for any Plan or Multiemployer Plan (determined in accordance with Statement of Financial Accounting Standards No. 87) or in the annual minimum funding contribution for any Commonly Controlled Entity from a Single Employer Plan subject or Multiemployer Plan (determined in accordance with the assumptions used for funding such Plan or Multiemployer Plan pursuant to Section 4063 412, 430, 431 or 432 of the Code). None of the assets of any Company or its ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) Affiliates is the subject of ERISA) or a cessation of operations that is treated as such a withdrawal any Lien arising under Section 4062(e303(k) of ERISA has occurred or is reasonably expected to occurSection 430(k) of the Code, except as and there are no facts which could not reasonably be expected to have give rise to such a Material Adverse EffectLien. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect, no Plan is in at-risk status (within the meaning of Section 430 of the Code) and no Multiemployer Plan is subject to the additional funding rules of Section 432 of the Code for multiemployer plans that are in endangered or critical status. No failure to make Obligor is nor will be a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occurBenefit Plan. To the extent applicable, and except as could not reasonably be expected to have result in a Material Adverse Effect. No such Multiemployer Plan is , each employee benefit plan, program, scheme, arrangement or agreement maintained or contributed to by a Borrower or any Subsidiary with respect to employees employed outside the United States (other than any governmental arrangement) has been maintained in Reorganization or Insolvent or in “endangered” or “critical” status (within compliance with its terms and with the meaning requirements of Section 432 any and all applicable requirements of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse EffectLaw and neither Borrowers nor any Subsidiary has incurred any material obligation.

Appears in 2 contracts

Samples: Credit Agreement (WK Kellogg Co), Credit Agreement (Kellogg Co)

ERISA. Neither a Reportable Event nor a failure to satisfy (a) The Company and each of its ERISA Affiliates is in compliance with the minimum funding standard under Section 412 of the Code or Section 302 applicable provisions of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is and has been administered in compliance in with all respects with applicable Requirements of Law, including, without limitation, the applicable provisions of ERISA and the Code Code, in each case except where such Reportable Eventthe failure so to comply, failureindividually or in the aggregate, or non-compliance could would not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer Event (as defined in Section 4001(a)(2i) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred within the five year period prior to the Closing Date, (ii) has occurred and is continuing, or (iii) to the knowledge of the Company, is reasonably expected to occuroccur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effectwhere the occurrence of ERISA Events, no termination of a Single Employer Plan has occurred individually or is reasonably expected to occur. No Lien against in the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five yearsaggregate, except as could would not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 Plan has any Unfunded Pension Liability as of the Code most recent annual valuation date applicable thereto, and neither the Company nor any of its ERISA Affiliates has engaged in a transaction that could be subject to Section 4069 or Section 406 4212(c) of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could where the incurrence of any Unfunded Pension Liability or liability in connection with such transactions, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. . (b) Neither the Borrower Company nor any Commonly Controlled Entity of its ERISA Affiliates has had any outstanding liability on account of a complete or partial withdrawal from any Multiemployer Plan Plan, and neither the Borrower Company nor any Commonly Controlled Entity reasonably of its ERISA Affiliates would become subject to any 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 the date on which this representation is made or deemed made, except, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occurdate, except as could where the incurrence of any such liabilities, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in endangeredinsolventor “critical” status (within the meaning of Section 432 of the Code or Section 305 of such term under ERISA), except as could where the existence of such insolvency, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. (c) The Borrowers shall not use any of the “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA or otherwise) of one or more of their Benefit Plans in connection with the Loans, the Letters of Credit or Commitments.

Appears in 2 contracts

Samples: Credit Agreement (Unum Group), Credit Agreement (Unum Group)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Except as disclosed on Schedule 9.1.19: (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA ERISA, the Code, and the Code other federal and state laws, except where for such Reportable Event, failure, or non-compliance noncompliance as could not reasonably be expected to have a Material Adverse Effect. No withdrawal Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the Borrower IRS with respect thereto and, to the knowledge of Borrowers, nothing has occurred which would prevent, or any Commonly Controlled Entity from cause the loss of, such qualification, except where the lack or absence of such qualification could not reasonably be expected to have a Single Employer Material Adverse Effect. Each Obligor and ERISA Affiliate has made all required contributions to each Plan subject to Section 4063 412 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as the Code, except where failure to make such a withdrawal under contribution could not reasonably be expected to have a Material Adverse Effect, and no application for a funding waiver or an extension of any amortization period pursuant to Section 4062(e412 of the Code has been made with respect to any Plan. (b) There are no pending or, to the knowledge of Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could reasonably be expected to have a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted in or could reasonably be expected to have a Material Adverse Effect. (c) Except as could not reasonably be expect to have a Material Adverse Effect: (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) no Obligor or ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) no Obligor or ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) no Obligor or ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (d) With respect to any Foreign Plan, (i) all employer and employee contributions required by law or by the terms of the Foreign Plan have been made, or, if applicable, accrued, in accordance with normal accounting practices except as could not reasonably be expect to have a Material Adverse Effect; (ii) the fair market value of the assets of each funded Foreign Plan, the liability of each insurer for any Foreign Plan funded through insurance, or the book reserve established for any Foreign Plan, together with any accrued contributions, is sufficient to procure or provide for the accrued benefit obligations with respect to all current and former participants in such Foreign Plan according to the actuarial assumptions and valuations most recently used to account for such obligations in accordance with applicable generally accepted accounting principles, except as could not reasonably be expected to have a Material Adverse Effect. Except ; and (iii) it has been registered as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan required and has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity been maintained in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur good standing with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA)applicable regulatory authorities, except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Loan and Security Agreement (Movado Group Inc), Loan and Security Agreement (Movado Group Inc)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 (i) There are no Unfunded Liabilities in excess of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur Threshold Amount (A) with respect to any Single Employer Plan, member of the Group Companies and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code (B) except where such Reportable Event, failure, or non-compliance could as would not reasonably be expected to have a Material Adverse Effect. No withdrawal , with respect to any ERISA Affiliate; PROVIDED that for purposes of this SECTION 5.12(a)(i)(B) only, Unfunded Liabilities shall mean the amount (if any) by which the projected benefit obligation exceeds the value of the plan's assets as of its last valuation date using the actuarial assumptions and methods being used by the Borrower or any Commonly Controlled Entity from plans' actuaries for making such determination (ii) Each Plan, other than a Single Employer Plan subject to Section 4063 Multiemployer Plan, complies in all respects with the applicable requirements of ERISA during a plan year and the Code, and each Group Company complies in all respects with the applicable requirements of ERISA and the Code with respect to all Multiemployer Plans to which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occurcontributes, except as could to the extent that the failure to comply therewith would not reasonably be expected to have a Material Adverse Effect. . (iii) Except as could would not reasonably be expected to have a Material Adverse Effect with respect to clauses (iv) and (viii) of the definition of ERISA Event, no ERISA Event has occurred or, subject to the passage of time, is reasonably expected to occur with respect to any Plan maintained by any member of the Group Companies and, except to the extent that such ERISA Event would not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan ERISA Event has occurred or is reasonably expected or, subject to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor passage of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five yearstime, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan maintained by an ERISA Affiliate. (iv) No Group Company: (A) is or has been within the last six years a party to any Multiemployer Plan, except as could not reasonably be expected ; or (B) has completely or partially withdrawn from any Multiemployer Plan. (v) If any Group Company or any ERISA Affiliate were to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had incur a complete or partial withdrawal (as described in Section 4203 of ERISA) from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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 Closing Date, the date on aggregate withdrawal liability, as determined under Section 4201 of ERISA, with respect to all such Multiemployer Plans would not exceed the Threshold Amount. (vi) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any transaction that is subject to the prohibitions of Section 406 of ERISA or in connection with which this representation is made or deemed made, except, in each casetaxes could be imposed pursuant to Section 4975(c)(1)(A)-(D) of the Code, for any liability that could which an exemption under ERISA does not apply, except as would not reasonably be expected to result in a Material Adverse Effect. material liability. (vii) No failure Group Company has any contingent liability with respect to make any post-retirement benefit under a required contribution to a Multiemployer Welfare Plan has occurred or is reasonably expected to occur, except as that could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Synagro Technologies Inc), Credit Agreement (Synagro Technologies Inc)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2a) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination (i) each Plan is in compliance in all respects with the applicable provisions of ERISA, the Code and other Federal or state Laws and (ii) each Pension Plan that is intended to be a Single Employer qualified plan under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service to the effect that the form of such Plan is qualified under Section 401(a) of the Code 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 letter is currently being processed by the Internal Revenue Service. To the best knowledge of Parent, nothing has occurred that would prevent or is reasonably expected cause the loss of such tax-qualified status. (b) There are no pending or, to occur. No Lien against the Borrower best knowledge of Parent, threatened claims, actions or lawsuits, or action by any Commonly Controlled Entity in favor of the PBGC or a Single Employer Governmental Authority, with respect to any Plan or a Multiemployer Plan has arisen during the past five years, except as that could not reasonably be expected to have a Material Adverse Effect. No non-exempt There has been no prohibited transaction (within the meaning of Section 4975 or violation of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur fiduciary responsibility rules with respect to any Plan, except as Plan that has resulted or could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. . (c) (i) No failure to make a required contribution to a Multiemployer Plan ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, except as could not reasonably be expected to have result in a Material Adverse Effect. No such ; (ii) neither Parent nor any ERISA Affiliate has incurred any material liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due that are unpaid; (iii) neither Parent nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or Section 4212(c) of ERISA; (iv) no Pension Plan or Multiemployer Plan is in Reorganization has been terminated by the plan administrator thereof nor by the PBGC, and no event or Insolvent circumstance has occurred or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as exists that could not reasonably be expected to have a Material Adverse Effectcause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Plan or Multiemployer Plan; and (v) Parent and each ERISA Affiliate has met all applicable requirements under the Pension Funding Rules in respect of each Pension Plan, and no waiver of the minimum funding standards under the Pension Funding Rules has been applied for or obtained.

Appears in 2 contracts

Samples: Term Loan Credit and Guaranty Agreement (Actavis, Inc.), Credit and Guaranty Agreement (Actavis, Inc.)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could would not reasonably be expected to have a Material Adverse Effect, no termination each Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable 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 covering all applicable tax law changes, or is comprised of a Single Employer Plan master or prototype plan that has occurred or is reasonably expected to occur. No Lien against received a favorable opinion letter from the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five yearsInternal Revenue Service, and, except as could would not reasonably be expected to have a Material Adverse Effect, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification). No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) ERISA Event has occurred or is reasonably expected to occur with respect to any Plan, except as could not that would be reasonably be expected to have a Material Adverse Effect. Neither There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the Borrower nor knowledge of the REIT Guarantor, any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject to any liability under ERISA if the Borrower of its Subsidiaries 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 ERISA Affiliate, threatened in writing, which this representation is made or deemed made, except, in each case, for any liability that could not would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except Except as could would not reasonably be expected either individually or in the aggregate to have a Material Adverse Effect. No such , the REIT Guarantor, each of its Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan is in Reorganization required by law within the applicable time limits prescribed thereby, by the terms of such Plan or Insolvent Multiemployer Plan, respectively, or by any contract or agreement requiring contributions to a Plan or Multiemployer Plan. Except as would not reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect, no Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of any amortization period within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA. None of the REIT Guarantor, any of its Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions, in each, case except as would not reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect. Borrower represents and warrants as of the Effective Date that Borrower is not and will not be using endangeredplan assetsor “critical” status (within the meaning of Section 432 3(42) of ERISA or otherwise) of one or more Benefit Plans with respect to the Borrower’s entrance into, participation in, administration of and performance of the Code Loans, the Letters of Credit, or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse Effectthis Agreement.

Appears in 2 contracts

Samples: Credit and Guaranty Agreement (CareTrust REIT, Inc.), Credit and Guaranty Agreement (CareTrust REIT, Inc.)

ERISA. Neither a Reportable (a) No ERISA Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect that would reasonably be expected to any Single Employer Plan, and each Single Employer Plan and Multiemployer result in a Material Adverse Effect. Each Plan is in compliance in all respects form and operation with its terms and with the applicable provisions of ERISA and ERISA, the Code and other applicable law, except where for such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could would not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure , each Plan (and each related trust, if any) which is intended to make be qualified under Section 401(a) of the Code has received a required contribution to a Multiemployer Plan has occurred favorable determination letter from the Internal Revenue Service or is reasonably expected in the form of a prototype document that is the subject of a favorable opinion letter. (b) There exists no Unfunded Pension Liability with respect to occurany Plan, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could would not reasonably be expected to have a Material Adverse Effect. (c) If each of the Lead Borrower, each Restricted Subsidiary of the Lead Borrower and each ERISA Affiliate were to withdraw from all Multiemployer Plans in a complete withdrawal as of the date this assurance is given, the aggregate withdrawal liability that would be incurred by the Lead Borrower and its Restricted Subsidiaries would not reasonably be expected to have a Material Adverse Effect. (d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Lead Borrower or any Restricted Subsidiary of the Lead Borrower, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: First Lien Term Loan Credit Agreement (PAE Inc), Second Lien Term Loan Credit Agreement (PAE Inc)

ERISA. Neither a Reportable Event nor a failure (a) Each Plan which is intended to satisfy the minimum funding standard be qualified under Section 412 401(a) of the Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Section 401(a) of the Code, or Section 302 is comprised of ERISAa master or prototype plan that has received a favorable opinion letter from the IRS and, whether to the knowledge of Holdings or not waived the Borrower, nothing has occurred since the date of such determination or is opinion letter that would adversely affect such qualification. Except as would not reasonably be expected to occur with respect to any Single Employer Planresult in Material Adverse Effect, and (i) each Single Employer Plan and Multiemployer Plan is in compliance in all respects form and operation with the applicable provisions of its terms and with ERISA and the Code except where such Reportable Event(including, failurewithout limitation, or non-the Code provisions compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or with which is necessary for any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of intended favorable tax treatment) and all other applicable laws and regulations, (ii) no ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA Event has occurred or, to the knowledge of Holdings or the Borrower, is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, ; (iii) there exists no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur Unfunded Pension Liability with respect to any Plan; (iv) there are no actions, except suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of Holdings, the Borrower, any of their respective Subsidiaries or any ERISA Affiliate, threatened; and (v) none of Holdings, any of its Subsidiaries or any ERISA Affiliate has, within the past five (5) calendar years, ceased operations at a facility so as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any liability under Plan subject to Section 4064(a) of ERISA if the Borrower to which it made contributions. None of Holdings, any of its Subsidiaries or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as ERISA Affiliate is, has or had, within any of the valuation date most closely five (5) calendar years immediately preceding the date on which this representation assurance is given or deemed given, made or deemed made, except, in each case, for been required to make contributions to any liability that could Multiemployer Plan. (b) Except as would not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer , (i) each Non-U.S. Plan has occurred been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities; (ii) neither Holdings nor any of its Subsidiaries has incurred any obligation in connection with the termination of, or is reasonably expected to occurwithdrawal from, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status any Non-U.S. Plan; and (within iii) the meaning of Section 432 present value of the Code accrued benefit liabilities (whether or Section 305 not vested) under each Non-U.S. Plan, determined as of ERISA)the end of Holdings’ most recently ended fiscal year on the basis of reasonable actuarial assumptions, except as could did not reasonably be expected exceed the current value of the assets of such Non-U.S. Plan allocable to have a Material Adverse Effectsuch benefit liabilities.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Root, Inc.), Term Loan Agreement (Root, Inc.)

ERISA. Neither Except, in each case, as could not, individually or in the aggregate, reasonably be expected to result in liability to the Borrower and its Subsidiaries in an aggregate amount exceeding $7,500,000, each Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a Reportable favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable tax law changes, or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification). No ERISA Event nor has occurred or is reasonably expected to occur. There exists no Unfunded Pension Liability with respect to any Plan. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate is making or accruing an obligation to make contributions, or has, within any of the five (5) calendar years immediately preceding the date this assurance is given or deemed given, made or accrued an obligation to make, contributions to any Multiemployer Plan. There are no actions, suits or claims pending against or involving a failure Plan (other than routine claims for benefits) or, to satisfy the minimum funding standard knowledge of the Borrower, any of its Subsidiaries or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in liability to any Borrower or any of their Subsidiaries. The Borrower, each of its Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, by the terms of such Plan or Multiemployer Plan, respectively, or by any contract or agreement requiring contributions to a Plan or Multiemployer Plan. No Plan which is subject to Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred applied for or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination received an extension of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (amortization period within the meaning of Section 4975 412 of the Code or Section 406 303 or 304 of ERISA. None of the Borrower, any of its Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as to become subject to the provisions of Section 4068(a) has occurred of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or is reasonably expected to occur with respect ceased making contributions to any PlanPlan subject to Section 4064(a) of ERISA to which it made contributions. Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effectliability to the Borrower or any of its Subsidiaries. No failure All contributions required to make a required contribution be made with respect to a Multiemployer Non-U.S. Plan have been timely made. Neither the Borrower nor any of its Subsidiaries has occurred incurred any obligation in connection with the termination of, or is reasonably expected to occurwithdrawal from, except as could not reasonably be expected to have a Material Adverse Effectany Non-U.S. Plan. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 The present value of the Code accrued benefit liabilities (whether or Section 305 not vested) under each Non-U.S. Plan, determined as of ERISA)the end of the Borrower’s most recently ended Fiscal Year on the basis of reasonable actuarial assumptions, except as could did not reasonably be expected exceed the current value of the assets of such Non-U.S. Plan allocable to have a Material Adverse Effectsuch benefit liabilities.

Appears in 2 contracts

Samples: Credit Agreement (Fox Factory Holding Corp), Credit Agreement (Fox Factory Holding Corp)

ERISA. 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 ending on the date on which this representation is made or deemed made with respect to any Single Employer Plan. Each Single Employer Plan (and to the knowledge of the Borrower, each a Multiemployer Plan) has complied and has been administered in all material respects with all applicable provisions of ERISA and the Code. During such five-year period, (i) no termination of a Single Employer Plan has occurred, (ii) no filing of any notice of intent to terminate a Single Employer Plan has been made, (iii) the PBGC has not instituted any proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Single Employer Plan and (iv) no Lien in favor of the PBGC or a Plan has arisen with respect to any Plan. There exists no Unfunded Pension Liability (determined as of the last applicable annual valuation date prior to the date on which this representation is made or deemed made) with respect to any Single Employer Plans which, taken alone or together with all other Single Employer Plans with Unfunded Pension Liability, could reasonably be expected to be material to the Borrower or any Commonly Controlled Entity. Each Single Employer Plan (and to the knowledge of the Borrower, each Multiemployer Plan) which is intended to be qualified under Section 401 (a) of the Code has been determined by the IRS to be so qualified, and, nothing has occurred since the date of such determination that could reasonably be expected to adversely affect such determination. There has been no failure to satisfy make a required contribution to any Single Employer Plan that would result in the minimum funding standard imposition of an encumbrance under Section 412 of the Code or Section 302 of ERISA, whether or not waived ERISA and there has occurred or is reasonably expected to occur been no filing of any request for a minimum funding waiver under Section 412 of the Code with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) ERISA has occurred or is reasonably expected to occur with respect to any Plan, except as Plan that has resulted or could not reasonably be expected to have result in a Material Adverse Effectmaterial liability to the Borrower or any Subsidiary. Neither the Borrower nor any Commonly Controlled Entity has incurred any liability under Title IV of ERISA with respect to any Single Employer Plan (other than premiums due and not delinquent under Section 4007 of ERISA). There are no delinquent contributions under Section 515 of ERISA to any Multiemployer Plan. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan that has resulted or could reasonably be expected to result in a material liability under ERISA, and to the knowledge of the Borrower, neither the Borrower nor any Commonly Controlled Entity reasonably 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, except, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No no such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse EffectInsolvent.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Spanish Broadcasting System Inc), Second Lien Term Loan Agreement (Spanish Broadcasting System Inc)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, (i) The Obligor and each Single Employer ERISA Affiliate have operated and administered each Plan and Multiemployer Employee Plan is in compliance with all applicable laws except for such instances of noncompliance as have not resulted in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could would not reasonably be expected to have a Material Adverse Effect. Neither the Borrower any Obligor nor any Commonly Controlled Entity ERISA Affiliate has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject to incurred any liability under pursuant to Title I or IV of ERISA if or the Borrower penalty or any such Commonly Controlled Entity were to withdraw completely from all Multiemployer Plans as excise tax provisions of the valuation date most closely preceding Code relating to employee benefit plans (as defined in Section 3 of ERISA) which would individually or in the date on which this representation is made aggregate reasonably be expected to have a Material Adverse Effect and no event, transaction or deemed made, except, in each case, for any liability condition has occurred or exists that could not would reasonably be expected to result in a Material Adverse Effect. No failure the incurrence of any such liability by the Obligors or any ERISA Affiliate, or in the imposition of any Lien on any of the rights, properties or assets of the Obligors or any ERISA Affiliate, in either case pursuant to make a required contribution Title I or IV of ERISA or to a Multiemployer Plan has occurred such penalty or is reasonably expected excise tax provisions or to occurSection 401(a)(29) or 412 of the Code, except other than such liabilities or liens as could would not individually or in the aggregate reasonably be expected to have a Material Adverse Effect. ; (ii) No such Multiemployer Plan is accumulated funding deficiency (as defined in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 412 of the Code or Section 305 302 of ERISA), except whether or not waived, exists or is expected to be incurred with respect to any Plan. 52 (iii) The Obligors and each ERISA Affiliate have not incurred withdrawal liabilities (and are not subject to contingent withdrawal liabilities) under Section 4201 or 4204 of ERISA in respect of Multiemployer Plans that individually or in the aggregate would reasonably be expected to have a Material Adverse Effect. (iv) The expected post-retirement benefit obligation (determined as could of the last day of the Obligors' most recently ended fiscal year in accordance with Financial Accounting Standards Board Statement No. 106, without regard to liabilities attributable to continuation coverage mandated by Section 4980B of the Code) of the Obligors and their Subsidiaries would not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Financing Agreement (Lone Star Technologies Inc), Financing Agreement (Lone Star Technologies Inc)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Each Plan is in substantial compliance in all respects form and operation with the applicable provisions of its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except where such Reportable Eventas would not reasonably be expected to have a Material Adverse Effect. Each Plan (and each related trust, failureif any) which is intended to be qualified under Section 401(a) of the Code has received a favorable 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 covering all applicable tax law changes, or non-compliance could is comprised of a master or prototype plan that has received a favorable opinion letter from the Internal Revenue Service, and nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no such determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification), except as would not reasonably be expected to have a Material Adverse Effect. No withdrawal ERISA Event has occurred that has had or would reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. There exists no Unfunded Pension Liability with respect to any Plan and no Plan is in, or is expected to be, in at risk status under Title IV of ERISA such that a Material Adverse Effect would be expected in the foreseeable future to occur with respect thereto. There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Issuer, any of its Subsidiaries or any ERISA Affiliate, threatened, which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to have a Material Adverse Effect. The Issuer, each of its Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan required by law within the applicable time limits prescribed thereby, by the Borrower terms of such Plan or Multiemployer Plan, respectively, or by any Commonly Controlled Entity from contract or agreement requiring contributions to a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occurMultiemployer Plan, except as could would not reasonably be expected to have a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Each Non-U.S. Plan has occurred or is reasonably expected to occur. No Lien against been maintained in compliance with its terms and with the Borrower or requirements of any Commonly Controlled Entity and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five yearsgood standing with applicable regulatory authorities, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effectliability to the Issuer or any of its Subsidiaries. No failure All contributions required to make a required contribution be made with respect to a Multiemployer Non-U.S. Plan have been timely made. Neither the Issuer nor any of its Subsidiaries has occurred incurred any obligation in connection with the termination of, or is reasonably expected to occurwithdrawal from, except as could not reasonably be expected to have a Material Adverse Effectany Non-U.S. Plan. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 The present value of the Code accrued benefit liabilities (whether or Section 305 not vested) under each Non-U.S. Plan, determined as of ERISA)the end of the Issuer’s most recently ended fiscal year on the basis of reasonable actuarial assumptions, except as could did not reasonably be expected exceed the current value of the assets of such Non-U.S. Plan allocable to have a Material Adverse Effectsuch benefit liabilities.

Appears in 2 contracts

Samples: Second Lien Note Purchase Agreement (BioScrip, Inc.), First Lien Note Purchase Agreement (BioScrip, Inc.)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 All Employee Benefit Plans are in material compliance with applicable requirements of ERISA, and are in material compliance with applicable requirements (including qualification and non-discrimination requirements) of the Code for obtaining the tax benefits the Code thereupon permits with respect to such plans. Each Employee Benefit Plan which is a group health plan (within the meaning of Section 5000(b)(1) of the Code) materially complies with and has been maintained and operated in material compliance with each of the requirements of Section 4980B of the Code. Except as would not be material, neither Borrower nor any ERISA Affiliate has failed to make on a timely basis any required contributions or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur pay on a timely basis any amounts with respect to any Single Employer Employee Benefit Plan or ERISA or any other applicable law. No “reportable event” (for which notice has not been waived by the Pension Benefit Guaranty Corporation) or, except as would not be material, non-exempt “prohibited transaction,” as defined in ERISA, has occurred and is continuing as to any Employee Benefit Plan, and each Single Employer no excise taxes have been incurred or security is required with respect to any Employee Benefit Plan. No Employee Benefit Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions subject to Title IV of ERISA and the Code except where such Reportable Event, failurehas, or non-compliance could not as of the Closing Date will have, any amount of unfunded benefit liabilities, determined as of the end of such plan’s most recently ended plan year on the basis of actuarial assumptions that would reasonably be expected to be in an amount that could have a Material Adverse Effect. No withdrawal by All Employee Benefit Plans are funded in accordance with Section 412 of the Code (if applicable). There would be no obligations under Title IV of ERISA relating to any Employee Benefit Plan that is a multiemployer plan if any such plan were terminated or if Borrower or any Commonly Controlled Entity ERISA Affiliate withdrew from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as any such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effectplan. Except as could required by Section 4980B of the Code or applicable state insurance laws and provided so long as any such promise or plan would not reasonably be expected to have a Material Adverse Effect, no neither Borrower nor any ERISA Affiliate has promised any employee medical coverage after termination of a Single Employer Plan has occurred employment, or is reasonably expected promised medical coverage to occur. No Lien against the any former employee or other individual not employed by Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five yearsERISA Affiliate, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur with respect to any Plan, except as could not reasonably be expected to have a Material Adverse Effect. Neither the and neither Borrower nor any Commonly Controlled Entity has had a complete ERISA Affiliate maintains or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject contributes to any liability under ERISA if the plan or arrangement providing medical benefits to employees after their termination of employment or any other individual not employed by 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, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as could not reasonably be expected to have a Material Adverse EffectERISA Affiliate.

Appears in 2 contracts

Samples: Loan Agreement (First Midwest Bancorp Inc), Loan Agreement (First Midwest Bancorp Inc)

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as could would not reasonably be expected to have a Material Adverse Effect, no termination each Plan is in substantial compliance in form and operation with its terms and with ERISA and the Code (including, without limitation, the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations. Each Plan (and each related trust, if any) which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code covering all applicable tax law changes, or is comprised of a Single Employer Plan master or prototype plan that has occurred or is reasonably expected to occur. No Lien against received a favorable opinion letter from the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five yearsIRS, and, except as could would not reasonably be expected to have a Material Adverse Effect, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would adversely affect the issuance of a favorable determination letter or otherwise adversely affect such qualification). No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) ERISA Event has occurred or is reasonably expected to occur with respect to any Plan, except as could not that would reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become subject There exists no Unfunded Pension Liability with respect to any liability under ERISA if Plan. None of the Borrower or any such Commonly Controlled Entity were of its Subsidiaries or any ERISA Affiliate is making or accruing an obligation to withdraw completely from all Multiemployer Plans as make contributions, or has, within any of the valuation date most closely five calendar years immediately preceding the date on which this representation assurance is given or deemed given, made or deemed madeaccrued an obligation to make, exceptcontributions to any Multiemployer Plan. There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Responsible Officers of the Loan Parties or any ERISA Affiliate, threatened in each casewriting, for any liability that could not which would reasonably be expected to be asserted successfully against any Plan and, if so asserted successfully, would reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect. No failure to make a required contribution to a Multiemployer Plan has occurred or is reasonably expected to occur, except Except as could would not reasonably be expected either individually or in the aggregate to have a Material Adverse Effect. No such , the Borrower, each of its Subsidiaries and each ERISA Affiliate have made all contributions to or under each Plan and Multiemployer Plan is in Reorganization required by law within the applicable time limits prescribed thereby, by the terms of such Plan or Insolvent Multiemployer Plan, respectively, or by any contract or agreement requiring contributions to a Plan or Multiemployer Plan. Except as would not reasonably be expected either singly or in “endangered” the aggregate to result in a Material Adverse Effect, no Plan which is subject to Section 412 of the Code or “critical” status (Section 302 of ERISA has applied for or received an extension of any amortization period within the meaning of Section 432 412 of the Code or Section 305 303 or 304 of ERISA). None of the Borrower or any of its Subsidiaries or any ERISA Affiliate have ceased operations at a facility so as to become subject to the provisions of Section 4068(a) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions in each case except as could would not reasonably be expected either singly or in the aggregate to have result in a Material Adverse Effect. None of the Borrower or any of its Subsidiaries has established, contributes to or maintains any Non-U.S. Plan.

Appears in 2 contracts

Samples: Credit Agreement (Community Healthcare Trust Inc), Credit Agreement (Community Healthcare Trust Inc)

ERISA. Neither a Reportable (a) No ERISA Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur that, when taken together with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of other ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in Events for which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or liability is reasonably expected to occur, except as could not reasonably be expected to have result in a Material Adverse Effect. Except as could The present value of all accumulated benefit obligations of all underfunded Plans, other than the portion of the underfunding of any Plan described in Section 4063 of ERISA that is attributable to contributing sponsors under such Plan that are not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against under common control with the Borrower Company or any Commonly Controlled Entity Subsidiary (based on an allocation of such liability consistent with the procedures set forth in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 4063(b) of ERISA) has occurred or is reasonably expected to occur with respect to any Plan(based on the assumptions used for purposes of FASB ASC Topic 715) did not, except as could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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 of the most closely preceding recent financial statements of the date on which this representation is made or deemed madeCompany reflecting such amounts, except, exceed by more than $50,000,000 the fair market value of the assets of all such underfunded Plans. The Company and each Subsidiary has complied in each case, for any liability that all material respects with all applicable laws and regulations relating to employee benefit plans. (b) Except as set forth in Schedule 3.10(b) and except as could not reasonably be expected to result in a Material Adverse Effect. No failure , with respect to make a required contribution each employee benefit plan, program, or other arrangement providing compensation or benefits to a Multiemployer any employee or former employee of the Company, any of its Subsidiaries or any Affiliate, which is subject to the laws of any jurisdiction outside of the United States (the “Foreign Plans”): (i) such Foreign Plan has occurred been and will be maintained in all respects in accordance with all applicable requirements and all applicable laws, (ii) if intended to qualify for special tax treatment, such Foreign Plan meets and will meet all requirements for such treatment, (iii) if intended or is reasonably expected required to occurbe funded and/or book-reserved, except as could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Foreign Plan is in Reorganization and will be fully funded and/or book-reserved, as appropriate, based upon reasonable actuarial assumptions, and (iv) no liability exists, shall exist or Insolvent or in “endangered” or “critical” status (within reasonably could be imposed, upon the meaning of Section 432 assets of the Code Company, any of its Subsidiaries or Section 305 any Affiliate by reason of ERISA), except as could not reasonably be expected to have a Material Adverse Effectsuch Foreign Plan.

Appears in 2 contracts

Samples: Revolving Credit Facility Agreement (Albany International Corp /De/), Five Year Revolving Credit Facility Agreement (Albany International Corp /De/)

ERISA. Neither a Reportable Event nor a failure No Benefit Plan has failed to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer standard” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(eSections 302(a)(2) of ERISA has occurred and 412(a) of the Code) whether or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effectwaived. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against Neither the Borrower or nor any Commonly Controlled Entity in favor member of the Controlled Group has incurred any material liability to the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during which remains outstanding other than the past five years, except as could not reasonably be expected to have a Material Adverse Effectpayment of premiums. No non-exempt prohibited transaction (within the meaning of Section 4975 As of the Code or Section 406 last day of ERISA) has occurred or is reasonably expected to occur with respect to any the most recent prior plan year, the market value of assets under each Benefit Plan, except as other than any Multiemployer Plan, was not less than the present value of benefit liabilities thereunder (determined in accordance with the actuarial valuation assumptions described therein) by an amount which could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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 member of the valuation date most closely preceding the date on which this representation is made or deemed made, except, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure Controlled Group has (a) failed to make a required contribution or payment to a Multiemployer Plan of a material amount or (b) incurred a material complete or partial withdrawal under Section 4203 or Section 4205 of ERISA from a Multiemployer Plan. Neither the Borrower nor any member of the Controlled Group has occurred failed to make an installment or any other payment of a material amount required under Section 412 of the Code on or before the due date for such installment or other payment. (a) Each Plan, Foreign Employee Benefit Plan and Non-ERISA Commitment complies in all material respects in form, and has been administered in all material respects in accordance with its terms and, in accordance with all applicable laws and regulations, including but not limited to ERISA and the Code. There have been no and there is no prohibited transaction described in Sections 406 of ERISA or 4975 of the Code with respect to any Plan for which a statutory or administrative exemption does not exist which could reasonably be expected to occursubject the Borrower or any of its Restricted Subsidiaries to material liability. Neither the Borrower nor any member of the Controlled Group has taken or failed to take any action which would constitute or result in a Termination Event, except as which action or inaction could reasonably be expected to subject the Borrower or any of its Restricted Subsidiaries to material liability. Neither the Borrower nor any member of the Controlled Group is subject to any material liability under, or has any potential material liability under, Section 4063, 4064, 4069, 4204 or 4212(c) of ERISA. The present value of the aggregate liabilities to provide all of the accrued benefits under any Foreign Pension Plan do not exceed the current fair market value of the assets held in trust or other funding vehicle for such plan by an amount which could reasonably be expected to have a Material Adverse Effect. No With respect to any Foreign Employee Benefit Plan other than a Foreign Pension Plan, reasonable reserves have been established in accordance with prudent business practice or where required by ordinary accounting practices in the jurisdiction in which such Multiemployer Plan plan is in Reorganization maintained. (b) For purposes of this ‎Section 6.09, “material” means any amount, noncompliance or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA), except as other basis for liability which could not reasonably be expected to have a Material Adverse Effectsubject the Borrower or any of its Restricted Subsidiaries to liability, individually or in the aggregate with each other basis for liability under this ‎Section 6.09, in excess of $50,000,000.

Appears in 2 contracts

Samples: Incremental Term Loan Amendment and Refinancing Amendment (Energizer Holdings, Inc.), Credit Agreement (Energizer Holdings, Inc.)

ERISA. Neither a Reportable Event nor a failure to satisfy (a) [reserved]; (b) except as in the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance aggregate could not reasonably be expected to have a Material Adverse Effect. No withdrawal by , the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 and its ERISA Affiliates are in compliance with all applicable provisions and requirements of ERISA during a plan year in which it was a substantial employer with respect to each Plan, and have performed all their obligations under each Plan; (as defined in Section 4001(a)(2c) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA has occurred or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effect. Except as in the aggregate could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan ERISA Event has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, ; (d) except as in the aggregate could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within , the meaning Borrower and each of Section 4975 of its ERISA Affiliates have met all applicable requirements under the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur ERISA Funding Rules with respect to any each Pension Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained; (e) [reserved]; (f) except as in the aggregate could not reasonably be expected to have a Material Adverse Effect and except to the extent required under Section 4980B, or as described on Schedule 4.13, of the Code, no Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired or former employee of the Borrower or any of its ERISA Affiliates; (g) as of the most recent valuation date for any Pension Plan, the amount of outstanding benefit liabilities (as defined in Section 4001(a)(18) of ERISA), individually or in the aggregate for all Pension Plans (excluding for purposes of such computation any Pension Plans with respect to which assets exceed benefit liabilities), does not result in material liability for the Borrower and each ERISA Affiliate; (h) except as in the aggregate could not reasonably be expected to have a Material Adverse Effect. Neither , the Borrower nor execution and delivery of this Agreement and the consummation of the transactions contemplated hereunder will not involve any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably would become transaction that is subject to any liability under the prohibitions of Section 406 of ERISA if the Borrower or any such Commonly Controlled Entity were in connection with which taxes could be imposed pursuant to withdraw completely from all Multiemployer Plans as Section 4975(c)(1)(A)-(D) of the valuation date most closely preceding Code; (i) all liabilities under each Plan are (i) funded to at least the date on which this representation is made or deemed mademinimum level required by law or, exceptif higher, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure to make a the level required contribution to a Multiemployer Plan has occurred or is reasonably expected to occurby the terms governing the Plans, except as in the aggregate could not reasonably be expected to have a Material Adverse Effect. No such Multiemployer Plan , (ii) insured with a reputable insurance company, or (iii) (A) provided for or recognized in all material respects in the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto or (B) estimated in the formal notes to the financial statements most recently delivered to the Administrative Agent and the Lenders pursuant hereto; (j) [reserved]; and (i) the Borrower is in Reorganization or Insolvent or in not and will not be a endangeredplanor “critical” status (within the meaning of Section 432 4975(e) of the Code or Code; (ii) the assets of the Borrower do not and will not constitute “plan assets” within the meaning of the United States Department of Labor Regulations set forth in 29 C.F.R. §2510.3-101 as modified by ERISA Section 305 3(42); (iii) the Borrower is not and will not be a “governmental plan” within the meaning of Section 3(32) of ERISA), except as could ; and (iv) transactions by or with the Borrower are not reasonably and will not be expected subject to have a Material Adverse Effectstate statutes applicable to the Borrower regulating investments of fiduciaries with respect to governmental plans.

Appears in 2 contracts

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

ERISA. Neither a Reportable Event nor a failure to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer (a) Each Plan is in compliance in all respects form and operation with the applicable provisions of its terms and with ERISA and the Code (including the Code provisions compliance with which is necessary for any intended favorable tax treatment) and all other applicable laws and regulations, except where such Reportable Event, failure, or non-compliance any failure to comply could not reasonably be expected to have result in a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Each Plan subject (and each related trust, if any) which is intended to be qualified under Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2401(a) of ERISAthe Code has received a favorable determination letter from the IRS to the effect that it meets the requirements of Sections 401(a) or a cessation of operations that is treated as such a withdrawal under Section 4062(eand 501(a) of ERISA the Code covering all applicable tax law changes or is comprised of a master or prototype plan that has received a favorable opinion letter from the IRS, and, nothing has occurred since the date of such determination that would adversely affect such determination (or, in the case of a Plan with no determination, nothing has occurred that would materially adversely affect the issuance of a favorable determination letter or otherwise materially adversely affect such qualification). No ERISA Event has occurred, or is reasonably expected to occur, except other than as could not not, individually or in the aggregate, reasonably be expected to have result in a Material Adverse Effect. Except as could not reasonably be expected to have a Material Adverse Effect, . (b) There exists no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against the Borrower or any Commonly Controlled Entity in favor of the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during the past five years, except as could not reasonably be expected to have a Material Adverse Effect. No non-exempt prohibited transaction (within the meaning of Section 4975 of the Code or Section 406 of ERISA) has occurred or is reasonably expected to occur material Unfunded Pension Liability with respect to any Plan, except as could not reasonably be expected to have result in a Material Adverse Effect. Neither . (c) None of the Borrower nor Borrower, any Commonly Controlled Entity Subsidiary or any ERISA Affiliate is making or accruing an obligation to make contributions, or has had a complete within any of the five calendar years immediately preceding the date this assurance is given or partial withdrawal from deemed given, made or accrued an obligation to make contributions to any Multiemployer Plan. (d) There are no actions, suits or claims pending against or involving a Plan (other than routine claims for benefits) or, to the knowledge of the Borrower, any Subsidiary or any ERISA Affiliate, threatened, which have resulted in or could reasonably be expected either singly or in the aggregate to result in a Material Adverse Effect. (e) The Borrower, each Subsidiary and each ERISA Affiliate have made all contributions to or under each Plan and neither Multiemployer Plan required by law within the Borrower nor applicable time limits prescribed thereby, the terms of such Plan or Multiemployer Plan, respectively, or any Commonly Controlled Entity contract or agreement requiring contributions to a Plan or Multiemployer Plan save where any failure to comply, individually or in the aggregate, has not resulted and could not reasonably would be expected to result in a Material Adverse Effect. (f) No Plan which is subject to Section 412 of the Code or Section 302 of ERISA has applied for or received an extension of any amortization period, within the meaning of Section 412 of the Code or Section 302 or 304 of ERISA. None of the Borrower, any Subsidiary or any ERISA Affiliate have ceased operations at a facility so as to become subject to the provisions of Section 4062(e) of ERISA, withdrawn as a substantial employer so as to become subject to the provisions of Section 4063 of ERISA or ceased making contributions to any Plan subject to Section 4064(a) of ERISA to which it made contributions. None of the Borrower, any Subsidiary or any ERISA Affiliate have incurred or reasonably expect to incur any liability to PBGC except as has not resulted in and could not reasonably be expected to result in a Material Adverse Effect, and no Lien imposed under the Code or ERISA if on the Borrower assets of the Borrower, any Subsidiary or any such Commonly Controlled Entity were ERISA Affiliate exists or, to withdraw completely from all Multiemployer Plans as the knowledge of the valuation date most closely preceding Borrower, is likely to arise on account of any Plan. None of the date on which this representation is made Borrower, any Subsidiary or deemed madeany ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA. (g) Each Non-U.S. Plan has been maintained in compliance with its terms and with the requirements of any and all applicable laws, exceptstatutes, rules, regulations and orders and has been maintained, where required, in each casegood standing with applicable regulatory authorities, for any liability that except as has not resulted in and could not reasonably be expected to result in a Material Adverse Effect. No failure All contributions required to make a required contribution be made with respect to a Multiemployer Non-U.S. Plan has occurred or is reasonably expected to occurhave been timely made, except as has not resulted in and could not reasonably be expected to have result in a Material Adverse Effect. No such Multiemployer Plan is Neither the Borrower nor any of its Restricted Subsidiaries has incurred any material obligation in Reorganization connection with the termination of, or Insolvent or in “endangered” or “critical” status (within the meaning of Section 432 withdrawal from, any Non-U.S. Plan. The present value of the Code accrued benefit liabilities (whether or Section 305 not vested) under each Non- U.S. Plan, determined as of ERISA)the end of the Borrower’s 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 Non-U.S. Plan allocable to such benefit liabilities, except as could would not reasonably be expected to have result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Revolving Credit and Guaranty Agreement (Dropbox, Inc.), Revolving Credit and Guaranty Agreement (Dropbox, Inc.)

ERISA. Neither a Reportable Event nor a failure No Benefit Plan has failed to satisfy the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, whether or not waived has occurred or is reasonably expected to occur with respect to any Single Employer Plan, and each Single Employer Plan and Multiemployer Plan is in compliance in all respects with the applicable provisions of ERISA and the Code except where such Reportable Event, failure, or non-compliance could not reasonably be expected to have a Material Adverse Effect. No withdrawal by the Borrower or any Commonly Controlled Entity from a Single Employer Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer standard” (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(eSections 302(a)(2) of ERISA has occurred and 412(a) of the Code) whether or is reasonably expected to occur, except as could not reasonably be expected to have a Material Adverse Effectwaived. Except as could not reasonably be expected to have a Material Adverse Effect, no termination of a Single Employer Plan has occurred or is reasonably expected to occur. No Lien against Neither the Borrower or nor any Commonly Controlled Entity in favor member of the Controlled Group has incurred any material liability to the PBGC or a Single Employer Plan or a Multiemployer Plan has arisen during which remains outstanding other than the past five years, except as could not reasonably be expected to have a Material Adverse Effectpayment of premiums. No non-exempt prohibited transaction (within the meaning of Section 4975 As of the Code or Section 406 last day of ERISA) has occurred or is reasonably expected to occur with respect to any the most recent prior plan year, the market value of assets under each Benefit Plan, except as other than any Multiemployer Plan, was not less than the present value of benefit liabilities thereunder (determined in accordance with the actuarial valuation assumptions described therein) by an amount which could not reasonably be expected to have a Material Adverse Effect. Neither the Borrower nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer Plan and neither the Borrower nor any Commonly Controlled Entity reasonably 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 member of the valuation date most closely preceding the date on which this representation is made or deemed made, except, in each case, for any liability that could not reasonably be expected to result in a Material Adverse Effect. No failure Controlled Group has (a) failed to make a required contribution or payment to a Multiemployer Plan of a material amount or (b) incurred a material complete or partial withdrawal under Section 4203 or Section 4205 of ERISA from a Multiemployer Plan. Neither the Borrower nor any member of the Controlled Group has occurred failed to make an installment or any other payment of a material amount required under Section 412 of the Code on or before the due date for such installment or other payment. (b) Each Plan, Foreign Employee Benefit Plan and Non-ERISA Commitment complies in all material respects in form, and has been administered in all material respects in accordance with its terms and, in accordance with all applicable laws and regulations, including but not limited to ERISA and the Code. There have been no and there is reasonably expected no prohibited transaction described in Sections 406 of ERISA or 4975 of the Code with respect to occur, except as any Plan for which a statutory or administrative exemption does not exist which could not reasonably be expected to have a Material Adverse Effectsubject the Borrower or any of its Restricted Subsidiaries to material liability. No such Multiemployer Plan is in Reorganization or Insolvent or in “endangered” or “critical” status (within Neither the meaning of Section 432 Borrower nor any member of the Code Controlled Group has taken or Section 305 of ERISA)failed to take any action which would constitute or result in a Termination Event, except as which action or inaction could not reasonably be expected to have a Material Adverse Effect.subject the Borrower or any of its Restricted Subsidiaries to material liability. Neither the Borrower nor any member of the Controlled Group is subject to any material liability under, or has any potential material liability under, Section 4063, 4064, 4069, 4204 or 4212(c)

Appears in 2 contracts

Samples: Credit Agreement (Energizer Holdings, Inc.), Credit Agreement (Energizer Holdings, Inc.)

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