ERISA. (a) Promptly after any Credit Party or any of their respective Subsidiaries knows of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender a certificate of an Authorized Officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan. (b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plan.
Appears in 5 contracts
Samples: Credit Agreement (Grindr Inc.), Credit Agreement (Grindr Inc.), Credit Agreement (Tiga Acquisition Corp.)
ERISA. The Borrower will, and will cause each of its Subsidiaries to, (ai) Promptly after notify the Administrative Agent promptly of the establishment or joinder of any Plan, except that prior to the establishment of any “welfare benefit plan” (as defined in Section 3(1) of ERISA) covering any employee of any Credit Party or ERISA Affiliate for any period after such employee’s termination of their respective Subsidiaries knows employment other than such period required by the Consolidated Omnibus Budget Reconciliation Act of the occurrence l986 or “defined benefit plan” (or expected occurrenceas defined in Section 3(35) of ERISA) or joinder of, or contribution to, any “multiemployer plan” (as defined in Section 4001(a)(3) of ERISA), it will obtain the following events that individually Administrative Agent’s prior written approval of such establishment; (ii) at all times make prompt payments or in the aggregate would reasonably be expected contributions to result in a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender a certificate of an Authorized Officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy meet the minimum funding standard standards of Section 412 of the Code or Code, with respect to each Plan; (iii) promptly after the filing thereof, furnish to the Administrative Agent a copy of any report required to be filed pursuant to Section 302 103 of ERISA in connection with each Plan for each plan year, including but not limited to the Schedule B attached thereto, if applicable; (whether or not waived iv) notify the Administrative Agent promptly of any “reportable event” (as defined in accordance with Section 412(c) of the Code or Section 302(c) 4043 of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate circumstances arising in connection with any Plan that might constitute grounds for the termination thereof by the Pension Benefit Guaranty Corporation or for the appointment by the appropriate United States District Court of its intention to appoint a trustee to administer the Plan, the initiation of any Pension audit or inquiry by the Internal Revenue Service or the Department of Labor of any Plan or transaction(s) involving or related to any Plan, or any “prohibited transaction” as defined in Section 406 of ERISA or Section 4975(c) of the Internal Revenue Code of 1986, as amended; (v) notify the Administrative Agent prior to any action that could result in the assertion of liability under Subtitle E of Title IV of ERISA caused by the complete or partial withdrawal from any multiemployer plan or the termination of any defined benefit plan sponsored by a Credit Party, any Subsidiary thereof Party or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 Affiliate, if such assertion of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would liability could reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in have a Material Adverse Effect under Effect; and (vi) promptly furnish such Multiemployer Planadditional information concerning any Plan as the Administrative Agent may from time to time reasonably request.
Appears in 5 contracts
Samples: Credit Agreement (Inergy Midstream, L.P.), Credit Agreement (Inergy Midstream, L.P.), Credit Agreement (Inergy L P)
ERISA. (a) Promptly As soon as reasonably practicable after any Credit Party the Borrower or any of their respective the Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that that, individually or in the aggregate (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), would be reasonably be expected likely to result in have a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized Officer or any other senior officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Partythe Borrower, such Restricted Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Partythe Borrower, such Subsidiary Restricted Subsidiary, such ERISA Affiliate, the PBGC, or a Multiemployer Plan administrator (provided that if such notice is given by the Multiemployer Plan administrator, it is given to any of the Borrower or any of the Restricted Subsidiaries or any ERISA Affiliate Affiliates thereof): (to the extent reasonably obtainable by a Credit Partya) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; (b) that there has been a failure to satisfy the minimum funding standard of under Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; (c) that a Multiemployer Pension Plan having an Unfunded Current Liability has been or is to be terminated, partitioned or declared insolvent terminated under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan ERISA (including the giving of written notice thereof); (d) that a Pension Plan has an Unfunded Current Liability that has or will result in a Lien under ERISA or the Code on the assets of any Credit Partyof Holdings, Subsidiary the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has failed Affiliate; (e) that proceedings will be or have been instituted by the PBGC to make any required contribution to terminate a Multiemployer Plan, or Pension Plan having an Unfunded Current Liability (including the giving of written notice thereof); (f) that a proceeding has been instituted against a Credit Partythe Borrower, a Restricted Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; (g) that the PBGC has notified any Credit Partythe Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; (h) that any Credit Partythe Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has failed to make any required contribution or payment to a required installment or other payment pursuant to Multiemployer Plan; (i) that a determination has been made that any Pension Plan is in “at-risk” status within the meaning of Section 412 430 of the Code with respect to a Pension Planor Section 303 of ERISA or any Multiemployer Plan is in “endangered or critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA; (j) that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit PartyBorrower, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing by a Multiemployer Plan administrator that it will incur) any liability (including any contingent or secondary liability) to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 409, 502(i) 502(l), 515, 4062, 4063, 4064, 4069 4069, 4201 or 4201 4204 of ERISA or Section 4971 or 4975 of the Code; (k) that a Pension Plan or Multiemployer Plan is “insolvent” within the meaning of Section 4245 of ERISA; or (l) that there the termination of any Foreign Plan has been a failure occurred that gives rise to comply with ERISAliability for Holdings, the Code Borrower or other any Restricted Subsidiary; or (m) that any non-compliance with any funding requirements under Applicable Law with respect for any Foreign Plan has occurred. Such certificate and notice shall be provided as soon as reasonably practicable after the Borrower, any Restricted Subsidiary or any ERISA Affiliate knows or has reason to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies know of the occurrence of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planevent.
Appears in 5 contracts
Samples: Incremental Agreement (Snap One Holdings Corp.), Incremental Revolving Credit Commitment Increase Agreement (MultiPlan Corp), Credit Agreement (MultiPlan Corp)
ERISA. (ai) Promptly As soon as practicable and in any event within ten (10) days after any Credit Party the Borrower or any of their respective its Subsidiaries or ERISA Affiliates knows of the occurrence (or expected occurrence) of has reason to know that a Reportable Event has occurred with respect to any of the following events that individually Plan, deliver, or in the aggregate would reasonably be expected cause such Subsidiary or ERISA Affiliate to result in a Material Adverse Effectdeliver, the Borrower will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized a Responsible Officer of the Borrower or such Subsidiary or ERISA Affiliate, as the case may be, setting forth the details as to of such occurrence Reportable Event and the action, if any, that such Credit Party, which the Borrower or such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given; (requiredii) upon the request of any Lender made from time to time, proposed deliver, or otherwise) given to or filed with or by such Credit Party, such cause each Subsidiary or ERISA Affiliate (to deliver, to each Lender a copy of the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event most recent actuarial report and annual report completed with respect to a Pension Plan any Plan; (iii) as soon as possible and in any event within ten (10) days after the Borrower or any of its Subsidiaries or ERISA Affiliates knows or has occurred; reason to know that a failure to satisfy the minimum funding standard of Section 412 any of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has following have occurred (or is reasonably likely to occur) occur with respect to any Plan: (A) such Plan has been terminated, reorganized, petitioned or declared insolvent under Title IV of ERISA, (B) the Plan Sponsor intends to terminate such Plan under Section 4041(b) or (c), (C) the PBGC has instituted or will institute proceedings under Section 515 of ERISA to collect a Pension delinquent contribution to such Plan or under Section 4042 of ERISA to terminate such Plan, (D) that an accumulated funding deficiency has been incurred or that an application is to be has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer PlanCode, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; (E) that the PBGC has notified any Credit PartyBorrower, or any Subsidiary thereof of the Borrower or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur any material liability (including, but not limited to, contingent or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan under Section 401(a)(29), 4971 or 4975 of the Code or Section 409 or 502(1) of ERISA, deliver, or cause such Subsidiary or ERISA Affiliate to deliver, to the Administrative Agent a written notice thereof; and (iv) as soon as possible and in any event within thirty (30) days after the Borrower or any of its Subsidiaries or ERISA Affiliates knows or has reason to know that any of them has caused a complete withdrawal or partial withdrawal (within the meaning of Sections 4203 and 4205, respectively, of ERISA) from any Multiemployer Plan, deliver, or cause such Subsidiary or ERISA Affiliate to deliver, to the Administrative Agent a written notice thereof. For purposes of this Section 7.7, the Borrower shall be deemed to have knowledge of all facts known by the Plan Administrator of any Plan of which the Borrower is the Plan Sponsor, and each Subsidiary and ERISA Affiliate of the Borrower shall be deemed to have knowledge of all facts known by the Plan Administrator of any Plan of which such Subsidiary or ERISA Affiliate, respectively, is a Plan Sponsor. In addition to its other obligations set forth in this Article VII, the Borrower shall, and shall cause each of its Subsidiaries and ERISA Affiliates to:
(A) provide the Administrative Agent with prompt written notice, with respect to any Plan, of any failure to satisfy the minimum funding standard requirements of Section 412 of the Code;
(B) furnish to the Administrative Agent, promptly after delivery of the same to the PBGC, a copy of any delinquency notice pursuant to Section 4062412(n)(4) of the Code;
(C) correct any such failure to satisfy funding requirements or delinquency referred to in the foregoing clauses (A) and (B) within ninety (90) days after the occurrence thereof, 4063, 4064, 4069 or 4201 except where the failure to so satisfy would not reasonably be expected to have a Material Adverse Effect;
(D) comply in good faith in all material respects with the requirements set forth in Section 4980B of the Code and with Sections 601(a) and 606 of ERISA;
(E) at the request of any Lender, deliver to such Lender (and a copy to the Administrative Agent) a complete copy of the most recent annual report (Form 5500) of each Plan required to be filed with the Internal Revenue Service; and
(F) at the request of any Lender, deliver to such Lender (and a copy to the Administrative Agent) copies of the most recent annual reports received by the Borrower or that there has been a failure to comply with ERISA, any Subsidiary of the Code Borrower or other Applicable Law any ERISA Affiliate with respect to a Planany Plan or Foreign Pension Plan no later than ten (10) days after the date of such request.
(b) Promptly following any reasonable request by any Agent thereforThe Borrower shall, copies and shall cause each of any documents described its Subsidiaries to, establish, maintain and operate all Foreign Pension Plans in Section 101(k) of ERISA that any Credit Party or any of their compliance in all respects with all laws, regulations and rules applicable thereto and the respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor requirements of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request governing documents for such documents Plans, except for such failures that individually or notices from such administrator or sponsor and shall provide copies in the aggregate could neither (i) result in liabilities in excess of such documents and notices promptly after receipt thereof; provided, further, that this paragraph $50,000,000 nor (bii) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer PlanEffect.
Appears in 5 contracts
Samples: Credit Agreement (Huntsman International LLC), Credit Agreement (Huntsman International LLC), Credit Agreement (Huntsman International LLC)
ERISA. As soon as reasonably possible and, in any event, within ten (a10) Promptly days after any Credit Party the Borrower or any of their respective its Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower will deliver to the Agents and Administrative Agent, with sufficient copies for each Lender of the Lenders, a certificate of an Authorized Officer the senior financial officer of the Borrower setting forth the full details as to such occurrence and the action, if any, that such Credit Partythe Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event has occurred (except to the extent that the Borrower has previously delivered to the Administrative Agent a certificate and notices (if any) concerning such event pursuant to the next clause hereof); that a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to occur with respect to a Pension such Plan has occurredwithin the following 30 days; that a failure to satisfy an accumulated funding deficiency, within the minimum funding standard meaning of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) , has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code or Section 303 or 304 of ERISA with respect to a Pension Plan; that any contribution required to be made with respect to a Multiemployer Plan or Foreign Pension Plan has not been timely made and such failure could result in a material liability for the Borrower or any of its Subsidiaries; that a Plan has been or is may be reasonably expected to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISAERISA with a material amount of unfunded benefit liabilities; that steps will a Plan (in the case of a Multiemployer Plan, to the best knowledge of the Borrower or any of its Subsidiaries or ERISA Affiliates) has a material Unfunded Current Liability; that proceedings may be reasonably expected to be or have been instituted by the PBGC to terminate any Pension or appoint a trustee to administer a Plan (including the giving which is subject to Title IV of written notice thereof)ERISA; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a material delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of its Subsidiaries or any ERISA Affiliate of its intention will or may reasonably expect to appoint a trustee to administer incur any Pension Plan; that material liability (including any Credit Partyindirect, any Subsidiary thereof contingent, or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA or with respect to a group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or that the Borrower, or any of its Subsidiaries may incur any material liability pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any Plan or any Foreign Pension Plan.
. Upon request, the Borrower will deliver to the Administrative Agent with sufficient copies to the Lenders (bi) Promptly following any reasonable request by any Agent therefora complete copy of the annual report (on Internal Revenue Service Form 5500-series) of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service and (ii) copies of any records, documents described in Section 101(k) of ERISA or other information that any Credit Party or any of their respective Subsidiaries has received must be furnished to the PBGC with respect to any Multiemployer Plan pursuant to Section 4010 of ERISA. In addition to any certificates or notices delivered to the Lenders pursuant to the first sentence hereof, copies of annual reports and any records, documents or other information required to be furnished to the PBGC, and any notices received by the Borrower, any of its Subsidiaries or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received Affiliate with respect to any Multiemployer Plan; provided, that if any Credit Party Plan or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA Foreign Pension Plan with respect to a Multiemployer Plan to which an ERISA Affiliate contributes any circumstances or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would event that could reasonably be expected to result in a Material Adverse Effect under material liability shall be delivered to the Lenders no later than ten (10) days after the date such Multiemployer Planannual report has been filed with the Internal Revenue Service or such records, documents and/or information has been furnished to the PBGC or such notice has been received by the Borrower, such Subsidiary or such ERISA Affiliate, as applicable.
Appears in 5 contracts
Samples: Credit Agreement (General Maritime Corp/), Credit Agreement (Genco Shipping & Trading LTD), Credit Agreement (Genco Shipping & Trading LTD)
ERISA. (a) Promptly As soon as possible and, in any event, within 10 Business Days after any Credit Party or any of their respective Subsidiaries Weyerhaeuser knows of the occurrence (or expected occurrence) of any of the following events that which individually or in the aggregate would could reasonably be expected to result in have a Material Adverse Effect, the Borrower Weyerhaeuser will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized the Financial Officer of the Borrower Weyerhaeuser setting forth details as to such occurrence and the such action, if any, that such Credit Party, such Subsidiary which Weyerhaeuser or an ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by Weyerhaeuser or such Credit PartyERISA Affiliate, such Subsidiary the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: (a) that a Reportable Event with respect to a Pension Plan has occurred; , (b) that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to be has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; , (c) that a Multiemployer Plan has been or is to be in the process of being terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; , (d) that steps will be or a Plan has an Unfunded Current Liability, (e) that proceedings have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or (f) that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; , or (g) that the PBGC has notified any Credit Party, any Subsidiary thereof Weyerhaeuser or any ERISA Affiliate of its intention will or is reasonably likely to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201 or 4201 4204 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
Plan under Section 4975 of the Code or Section 409, 502(i) or 502(l) of ERISA. Weyerhaeuser will, upon written request, deliver to the Administrative Agent a complete copy of the annual report (bForm 5500) Promptly following of each Plan required to be filed with the Internal Revenue Service. In addition to any reasonable request by any certificates or notices delivered to the Administrative Agent thereforpursuant to the first sentence hereof, copies of annual reports and any documents described in Section 101(k) of ERISA that any Credit Party other notices received by Weyerhaeuser or any of their respective Subsidiaries has received with respect ERISA Affiliate required to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect be delivered to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor Administrative Agent hereunder shall be delivered to the Administrative Agent no later than 10 Business Days after the later of the applicable Multiemployer Plan, date such report or notice has been filed with the applicable Credit Party Internal Revenue Service or the applicable Subsidiary(ies)PBGC, upon the request therefor given to Plan participants, received by any Agent, shall promptly make a request for Weyerhaeuser or such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result requested in a Material Adverse Effect under such Multiemployer Planwriting by the Administrative Agent.
Appears in 5 contracts
Samples: Competitive Advance and Revolving Credit Facility Agreement (Weyerhaeuser Co), Competitive Advance and Revolving Credit Facility Agreement (Weyerhaeuser Co), 364 Day Revolving Credit Facility Agreement (Weyerhaeuser Co)
ERISA. (a) Promptly As soon as possible and, in any event, within 30 days after the Company, any Credit Party of its Restricted Subsidiaries or any of their respective Subsidiaries ERISA Affiliate knows or could reasonably be expected to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would and where it could reasonably be expected to that a material liability of the Company and its Restricted Subsidiaries and ERISA Affiliates, taken as a whole, could result in a Material Adverse Effectconnection therewith, the Borrower Company will deliver to each of the Agents and each Lender Banks a certificate of an the chief financial officer or other Authorized Officer of the Borrower Company setting forth details as to such occurrence and the such action, if any, that such Credit Partywhich the Company, such Restricted Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Company, such Subsidiary Restricted Subsidiary, such ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code deficiency has been incurred or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or an application is reasonably likely to occur) with respect to a Pension Plan be or an application is to be has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is reasonably likely to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code; that proceedings are reasonably likely to be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof)a Plan; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; or that the PBGC has notified any Credit PartyCompany, any Subsidiary thereof of its Restricted Subsidiaries or any ERISA Affiliate of its intention will or is reasonably likely to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(bPlan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) Promptly following any reasonable or 502(1) of ERISA. At the request by any Agent therefor, copies of any documents described in Section 101(kBank, the Company will deliver to such Bank a complete copy of the annual report (Form 5500) of ERISA that any Credit Party or any of their respective Subsidiaries has received each Plan required to be filed with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer PlanInternal Revenue Service.
Appears in 4 contracts
Samples: Credit Agreement (Western Empire Publications Inc), Credit Agreement (Vegeterian Times Inc), Credit Agreement (Western Empire Publications Inc)
ERISA. (a) Promptly As soon as possible and, in any event, within 10 days ----- after any Credit Party Holdings or any Subsidiary of their respective Subsidiaries Holdings or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events to the extent that individually one or in the aggregate would more of such events is reasonably be expected likely to result in a Material Adverse Effectmaterial liability to Holdings or any Subsidiary of Holdings, the Borrower Holdings will deliver to each of the Agents and each Lender Banks a certificate of an the chief financial officer or other Authorized Officer of the Borrower Holdings setting forth details as to such occurrence and the action, if any, that such Credit Partywhich Holdings, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit PartyHoldings, such Subsidiary Subsidiary, such ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; , that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer contribution required to be made to a Plan or Foreign Pension Plan has not been timely made; that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code; that proceedings may be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof)or appoint a trustee to administer a Plan; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyHoldings, any Subsidiary thereof of Holdings or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will may incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA or with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409, 502(i) or 502(l) of ERISA; or that there Holdings or any Subsidiary of Holdings has been a failure or may incur any liability under any employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) that provides benefits to comply with ERISA, the Code retired employees or other Applicable Law former employees (other than as required by Section 601 of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA). At the request of any Bank, Holdings will deliver to such Bank a complete copy of the annual report (Form 5500) of each Plan required to be filed with respect to a Plan.
(b) Promptly following the Internal Revenue Service. In addition, at the request of any reasonable request by any Agent thereforBank, copies of annual reports and any documents described in Section 101(k) of ERISA that any Credit Party notices received by Holdings or any Subsidiary of their respective Subsidiaries has received Holdings or any ERISA Affiliate with respect to any Multiemployer Plan or Foreign Pension Plan shall be delivered to such Bank no later than 10 days after the date of any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planrequest.
Appears in 4 contracts
Samples: Credit Agreement (Wesley Jessen Visioncare Inc), Credit Agreement (Wesley Jessen Visioncare Inc), Credit Agreement (Wesley Jessen Holding Inc)
ERISA. (a) Promptly As soon as reasonably practicable after any Credit Party the Borrower or any of their respective the Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that that, individually or in the aggregate (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), would be reasonably be expected likely to result in have a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized Officer or any other senior officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Partythe Borrower, such Restricted Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Partythe Borrower, such Subsidiary Restricted Subsidiary, such ERISA Affiliate, the PBGC, or a Multiemployer Plan administrator (provided that if such notice is given by the Multiemployer Plan administrator, it is given to any of the Borrower or any of the Restricted Subsidiaries or any ERISA Affiliate Affiliates thereof): (to the extent reasonably obtainable by a Credit Partya) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; (b) that there has been a failure to satisfy the minimum funding standard of under Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; (c) that a Multiemployer Pension Plan having an Unfunded Current Liability has been or is to be terminated, partitioned or declared insolvent terminated under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan ERISA (including the giving of written notice thereof); (d) that a Pension Plan has an Unfunded Current Liability that has or will result in a Lien under ERISA or the Code on the assets of any Credit Partyof Holdings, Subsidiary the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has failed Affiliate; (e) that proceedings will be or have been instituted by the PBGC to make any required contribution to terminate a Multiemployer Plan, or Pension Plan having an Unfunded Current Liability (including the giving of written notice thereof); (f) that a proceeding has been instituted against a Credit Partythe Borrower, a Restricted Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; (g) that the PBGC has notified any Credit Partythe Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; (h) that any Credit Partythe Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has failed to make any required contribution or payment to a required installment or other payment pursuant to Multiemployer Plan; (i) that a determination has been made that any Pension Plan is in “at-risk” status within the meaning of Section 412 430 of the Code with respect to a Pension Planor Section 303 of ERISA or any Multiemployer Plan is in “endangered or critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA; (j) that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit PartyBorrower, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing by a Multiemployer Plan administrator that it will incur) any liability (including any contingent or secondary liability) to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 409, 502(i) 502(l), 515, 4062, 4063, 4064, 4069 4069, 4201 or 4201 4204 of ERISA or Section 4971 or 4975 of the Code; (k) that a Pension Plan or Multiemployer Plan is “insolvent” within the meaning of Section 4245 of ERISA; or (l) that there the termination of any Foreign Plan has been a failure occurred that gives rise to comply with ERISAliability for Holdings, the Code Borrower or other any Restricted Subsidiary; or (m) that any non- compliance with any funding requirements under Applicable Law with respect for any Foreign Plan has occurred. Such certificate and notice shall be provided as soon as reasonably practicable after the Borrower, any Restricted Subsidiary or any ERISA Affiliate knows or has reason to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies know of the occurrence of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planevent.
Appears in 4 contracts
Samples: Credit Agreement (Snap One Holdings Corp.), Incremental Agreement to Credit Agreement (Snap One Holdings Corp.), Incremental Agreement (Snap One Holdings Corp.)
ERISA. (a) Promptly Within 15 Business Days after the U.S. Borrower, any Credit Party Subsidiary of the U.S. Borrower or any of their respective Subsidiaries ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of event relating to compliance by the following events U.S. Borrower or any Subsidiary thereof or any ERISA Affiliate under ERISA has occurred to the extent that such events, either individually or in the aggregate would aggregate, could reasonably be expected to result in have a Material Adverse Effect, the U.S. Borrower will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized Financial Officer of the U.S. Borrower setting forth details as to such occurrence and the action, if any, that such Credit Partythe U.S. Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by the U.S. Borrower, such Credit PartySubsidiary, such ERISA Affiliate, the PBGC, a Plan participant or the Plan administrator with respect thereto. The U.S. Borrower will deliver to the Administrative Agent (with sufficient copies for each Bank) (i) a complete copy of the annual report (Form 5500) of each Single Employer Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed by the U.S. Borrower or any of its Subsidiaries with the Internal Revenue Service and (ii) copies of any records, documents or other information that must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA. In addition to any certificates or notices delivered to the Administrative Agent pursuant to the first sentence hereof, copies of annual reports and any material notices received by the U.S. Borrower, any Subsidiary of the U.S. Borrower or any ERISA Affiliate with respect to any Plan or Foreign Pension Plan shall be delivered to the Administrative Agent (with sufficient copies for each Bank) no later than 15 Business Days after the date such report has been filed with the Internal Revenue Service or such notice has been received by the U.S. Borrower, such Subsidiary or such ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminatedAffiliate, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Planas applicable.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plan.
Appears in 4 contracts
Samples: Credit Agreement (Host Marriott L P), Credit Agreement (Host Marriott Corp/), Credit Agreement (Host Hotels & Resorts, Inc.)
ERISA. (a) Promptly As soon as reasonably practicable after any Credit Party the Borrower or any of their respective the Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that that, individually or in the aggregate (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), would be reasonably be expected likely to result in have a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized Officer or any other senior officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Partythe Borrower, such Restricted Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Partythe Borrower, such Subsidiary Restricted Subsidiary, such ERISA Affiliate, the PBGC, or a Multiemployer Plan administrator (provided that if such notice is given by the Multiemployer Plan administrator, it is given to any of the Borrower or any of the Restricted Subsidiaries or any ERISA Affiliate Affiliates thereof): (to the extent reasonably obtainable by a Credit Partya) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; (b) that there has been a failure to satisfy the minimum funding standard of under Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; (c) that a Multiemployer Pension Plan having an Unfunded Current Liability has been or is to be terminated, partitioned or declared insolvent terminated under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan ERISA (including the giving of written notice thereof); (d) that a Pension Plan has an Unfunded Current Liability that has or will result in a Lien under ERISA or the Code on the assets of any Credit Partyof Holdings, Subsidiary the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate has failed Affiliate; (e) that proceedings will be or have been instituted by the PBGC to make any required contribution to terminate a Multiemployer Plan, or Pension Plan having an Unfunded Current Liability (including the giving of written notice thereof); (f) that a proceeding has been instituted against a Credit Partythe Borrower, a Restricted Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; (g) that the PBGC has notified any Credit Partythe Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; (h) that any Credit Partythe Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has failed to make any required contribution or payment to a required installment or other payment pursuant to Multiemployer Plan; (i) that a determination has been made that any Pension Plan is in “at-risk” status within the meaning of Section 412 430 of the Code with respect to a Pension Planor Section 303 of ERISA or any Multiemployer Plan is in “endangered or critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA; (j) that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit PartyBorrower, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 409, 502(i) 502(l), 515, 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212(c) of ERISA or Section 4971 or 4975 of the Code; (k) that a Multiemployer Plan is “insolvent” within the meaning of Section 4245 of ERISA; or (l) that there the termination of any Foreign Plan has been a failure occurred that gives rise to comply with ERISAliability for Holdings, the Code Borrower or other any Restricted Subsidiary; or (m) that any non-compliance with any funding requirements under Applicable Law with respect for any Foreign Plan has occurred. Such certificate and notice shall be provided as soon as reasonably practicable after the Borrower, any Restricted Subsidiary or any ERISA Affiliate knows or has reason to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies know of the occurrence of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planevent.
Appears in 4 contracts
Samples: Incremental Agreement (Grocery Outlet Holding Corp.), Incremental Agreement (Grocery Outlet Holding Corp.), Second Lien Credit Agreement (Grocery Outlet Holding Corp.)
ERISA. Borrower shall (aand shall cause each of the other Loan Parties and Borrower Subsidiaries to) Promptly as soon as possible and, in any event, within ten (10) days after any Credit Party Loan Party, Borrower Subsidiary, or any of their respective Subsidiaries ERISA Affiliate knows of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would which could reasonably be expected to result in have a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized Officer executive officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Party, such the applicable Borrower or other Loan Party or Borrower Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Borrower, Loan Party, such Subsidiary the ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: (i) that a Reportable Event with respect to a Pension Plan has occurred; (ii) that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; (iii) that a Multiemployer contribution required to be made to a Plan has not been timely made; (iv) that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; (v) that steps will a Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code; (vi) that proceedings may be or have been instituted to terminate any Pension Plan or appoint a trustee to administer a Plan; (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or vii) that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; (viii) that the PBGC has notified any Credit such Borrower, Loan Party, any Subsidiary thereof Borrower Subsidiary, or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will may incur (or has been notified in writing that it will incur) any liability (including any indirect, contingent, or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA or with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA; or (ix) or that there has been a failure to comply with ERISAsuch Borrower, the Code Loan Party or Borrower Subsidiary may incur any material liability pursuant to any employee welfare benefit plan (as defined in Section 3(l) of ERISA) that provides benefits to retired employees or other Applicable Law former employees (other than as required by Section 601 of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA). Upon the request of the Administrative Agent, the Borrower shall (and shall cause the other Loan Parties and Borrower Subsidiaries to) deliver to Administrative Agent a complete copy of the annual report (Form 5500) of each Plan required to be filed with respect the Internal Revenue Service. In addition to a Plan.
(b) Promptly following any reasonable request by any certificates or notices delivered to Administrative Agent thereforpursuant to the first sentence hereof, copies of any documents described in Section 101(k) of ERISA that any Credit Party material notices received by the Borrower, a Loan Party, a Borrower Subsidiary, or any of their respective Subsidiaries has received ERISA Affiliate with respect to any Multiemployer Plan shall be delivered to Administrative Agent no later than ten (10) days after the date such report has been filed with the Internal Revenue Service or any notices described in Section 101(l) of ERISA that any Credit such notice has been received by such Borrower, Loan Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; providedBorrower Subsidiary or ERISA Affiliate, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planas applicable.
Appears in 4 contracts
Samples: Loan Agreement (Cedar Shopping Centers Inc), Loan Agreement (Cedar Shopping Centers Inc), Loan Agreement (Cedar Shopping Centers Inc)
ERISA. As soon as reasonably possible, and in any event within five (a5) Promptly Business days after any Credit Party Guarantor, Parent Guarantor or any of their respective Subsidiaries knows of the occurrence (Seller has knowledge or expected occurrence) of has reason to believe that any of the following events that individually or in the aggregate would reasonably be expected conditions specified below with respect to result in any Plan or Multiemployer Plan has occurred or exists, a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender statement signed by a certificate senior financial officer of an Authorized Officer of the Borrower Guarantor setting forth details as to respecting such occurrence event or condition and the action, if any, that such Credit PartyGuarantor, such Subsidiary Parent Guarantor or an Seller or any of their respective Affiliates or ERISA Affiliate is Affiliates, as applicable, propose to take with respect thereto (and a copy of any report or notice required or proposes to take, together with any notices (required, proposed or otherwise) given to or be filed with or given to PBGC by such Credit PartyGuarantor, such Subsidiary Parent Guarantor, Seller or any of their respective Affiliates or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Affiliates with respect thereto: that a to such event or condition):
(a) any Reportable Event or failure to meet minimum funding standards with respect to a Pension Plan has occurredPlan; provided that a failure to satisfy meet the minimum funding standard of Section 412 of the Code or Section Sections 302 or 303 of ERISA (whether with respect to a Plan, including, without limitation, the failure to make on or not waived before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury any request for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 412(c) of the Code with respect to for any Plan;
(b) the distribution under Section 4041(c) of ERISA of a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV notice of ERISA; that steps will be or have been instituted intent to terminate any Pension Plan (including the giving of written notice thereof); that or any Credit Partyaction taken by Seller, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer PlanParent Guarantor, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof Guarantor or an ERISA Affiliate of Seller, Parent Guarantor or Guarantor to terminate any Plan;
(c) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Seller, Parent Guarantor or Guarantor or their respective Affiliates or ERISA Affiliates of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(d) the complete or partial withdrawal from a Multiemployer Plan by Seller, Parent Guarantor or Guarantor or their respective Affiliates or ERISA Affiliates that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Seller, Parent Guarantor or Guarantor or their respective Affiliates or ERISA Affiliates of notice from a Multiemployer Plan that it is in insolvency pursuant to Section 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA;
(e) the institution of a proceeding by a fiduciary of any Multiemployer Plan against Seller, Parent Guarantor or Guarantor or their respective Affiliates or ERISA Affiliates to enforce Section 515 of ERISA ERISA, which proceeding is not dismissed within thirty (30) calendar days; and
(f) the adoption of an amendment to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyPlan that, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 401(a)(29) and Section 436 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which Code, would reasonably be expected to result in the requirement that any Credit Party furnish loss of tax-exempt status of the trust of which such Plan is a bond part if Seller, Parent Guarantor or other Guarantor or their respective Affiliates or ERISA Affiliates fails to timely make a contribution or provide security to such Plan in accordance with the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account provisions of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plansaid Sections.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plan.
Appears in 3 contracts
Samples: Master Repurchase Agreement (Radian Group Inc), Master Repurchase Agreement (Radian Group Inc), Master Repurchase Agreement (Radian Group Inc)
ERISA. (a) Promptly after any Credit Party or any The Borrower covenants that it and each of their respective Subsidiaries knows of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect, the Borrower its Commonly Controlled Entities will deliver to the Agents Administrative Agent promptly and each Lender in any event within 10 days after it knows or has reason to know of the occurrence of any event of the type specified in Section 8.1.14 notice of such event and the likely impact on the Borrower and its Subsidiaries. In the event it or any Commonly Controlled Entity has participated, now participates or will participate in any Plan or Multiemployer Plan, the Borrower covenants that it and any such Commonly Controlled Entity will deliver to the Administrative Agent: (i) promptly and in any event within 10 days after it knows or has reason to know of the occurrence of a certificate Reportable Event with respect to a Plan, a copy of an Authorized Officer any materials required to be filed with the PBGC with respect to such Reportable Event, together with a statement of the chief financial officer of the Borrower setting forth details as to such occurrence Reportable Event and the action, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or action which the Borrower proposes to taketake with respect thereto; (ii) at least 10 days prior to the filing by any plan administrator of a Plan of a notice of intent to terminate such Plan, a copy of such notice; (iii) promptly upon the reasonable request of the Administrative Agent, and in no event more than 10 days after such request, copies of each annual report on Form 5500 that is filed with the Internal Revenue Service, together with any notices certified financial statements for the Plan (required, proposed or otherwiseif any) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 as of the Code end of such year and actuarial statements on Schedule B to such Form 5500; (iv) promptly and in any event within 10 days after it knows or Section 302 has reason to know of any event or condition which might constitute grounds under section 4042 of ERISA (whether for the termination of, or not waived in accordance with Section 412(c) the appointment of a trustee to administer, any Plan, a statement of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary chief financial officer of the Treasury for a waiver Borrower describing such event or modification of condition; (v) promptly and in no event more than 10 days after its or any Commonly Controlled Entity’s receipt thereof, the minimum funding standard (including any required installment payments) or an extension notice concerning the imposition of any amortization period withdrawal liability under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV section 4202 of ERISA; that steps will be or have been instituted to terminate any Pension Plan and (including the giving of written notice vi) promptly after receipt thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 copy of ERISA to collect a delinquent contribution to a Multiemployer Plan; that any notice the PBGC has notified any Credit Party, any Subsidiary thereof Borrower or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to Commonly Controlled Entity may receive from the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received Internal Revenue Service with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, furtherhowever, that this paragraph (b) Section 5.9 shall also not apply to all documents and notices described in Section 101(k) of general application promulgated by the PBGC or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planthe Internal Revenue Service.
Appears in 3 contracts
Samples: Credit Agreement (Saia Inc), Credit Agreement (Saia Inc), Credit Agreement (Saia Inc)
ERISA. (a) Promptly after any Credit Party or any of their respective Subsidiaries knows of the occurrence (or expected occurrence) of any of the following events that Except as would not individually or in the aggregate would reasonably be expected to result in have a Material Adverse Effect, within 30 days after the Borrower or any of its Subsidiaries or any ERISA Affiliate knows of the occurrence of any of the following, the Borrower will deliver to the Agents Administrative Agent, and the Administrative Agent shall promptly forward to each Lender Lender, a certificate of an Authorized Officer Representative of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Partythe Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary Subsidiary, the ERISA Affiliate, the PBGC, or ERISA Affiliate (to a Plan or Multiemployer Plan participant, or the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: (i) that a Reportable Event with respect to a Pension Plan has occurred; (ii) that Borrower, any of its respective Subsidiaries or any ERISA Affiliate (A) failed to make a failure required contribution to any Plan that would result in the imposition of a lien or other encumbrance under Section 430 of the Code or Section 303 or 4068 of ERISA, or the arising of such a lien or encumbrance; (B) failed to satisfy the minimum funding standard of under Section 412 of the Code or Section 302 of ERISA (ERISA, whether or not waived in accordance with Section 412(cwaived; or (C) filed any request for or receipt of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period waiver under Section 412 or 430 of the Code with respect to a Pension any Plan, or that such filing may be made; (iii) that a Plan and/or Multiemployer Plan has been or is reasonably expected to be terminated, partitioned partitioned, or declared insolvent under Title IV of ERISA; (iv) that steps will a Plan and/or a Multiemployer Plan has an Unfunded Liability giving rise to a lien under ERISA or the Code; (v) that proceedings are likely to be or have been instituted or notice has been given to terminate any Pension or appoint a trustee to administer a Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or ; (vi) that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer PlanPlan if material in amount; (vii) that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of its Subsidiaries, or any ERISA Affiliate of its intention will or is reasonably expected to appoint a trustee to administer incur any Pension Plan; that any Credit Party, any Subsidiary thereof liability (other than for contributions by the Borrower or any an ERISA Affiliate has failed to make a required installment or other payment pursuant to timely made in accordance with the minimum funding requirements under Section 412 of the Code and in accordance with respect to a Pension Plan; that the requirements of Section 515 of ERISA) (including any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond indirect, contingent or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
Plan under Section 401(a)(29) of the Code which could reasonably be expected to have a Material Adverse Effect; or that the Borrower or any Subsidiary is reasonably expected to incur any liability pursuant to any employee welfare benefit plan (bas defined in Section 3(1) Promptly following of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 et seq. of ERISA) or any reasonable request by employee pension benefit plan (as defined in Section 3(2) of ERISA) which liability, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Upon request, the Borrower will deliver to each of the Lenders a complete copy of the annual report (Form 5500) of each Plan required to be filed with the U.S. Department of Labor. In addition to any Agent thereforcertificates or notices delivered to the Lenders pursuant to the first sentence hereof, copies of such annual reports and any documents described in Section 101(k) of ERISA that any Credit Party material notices received by the Borrower or any of their respective its Subsidiaries has received or any ERISA Affiliate with respect to any Plan and/or Multiemployer Plan and/or Foreign Pension Plan shall be delivered to the Lenders no later than 30 days after the date such report has been requested or any notices described such notice has been received by the Borrower, such Subsidiary or such ERISA Affiliate, as applicable. The Borrower and each of its applicable Subsidiaries shall ensure that each Foreign Pension Plan administered by it or into which it makes payments obtains or retains (as applicable) registered status under, and as and to the extent required by, applicable law and is administered in Section 101(l) of ERISA that any Credit Party or a timely manner in all respects in compliance with all applicable laws except where the failure to do any of their respective Subsidiaries has received with respect to any Multiemployer Plan; providedthe foregoing could not, that if any Credit Party either individually or any of their respective Subsidiaries has not requested such documents or notices from in the administrator or sponsor of the applicable Multiemployer Planaggregate, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in have a Material Adverse Effect under such Multiemployer PlanEffect.
Appears in 3 contracts
Samples: Credit Agreement (Flowers Foods Inc), Credit Agreement (Flowers Foods Inc), Credit Agreement (Flowers Foods Inc)
ERISA. (a) Promptly As soon as possible and, in any event, within 10 Business Days after any Credit Party Responsible Officer of the Borrower, any Subsidiary of the Borrower or any of their respective Subsidiaries ERISA Affiliate knows of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized Officer the chief financial officer of the Borrower setting forth the full details as to such occurrence and the action, if any, that such Credit Partythe Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy an accumulated funding deficiency, within the minimum funding standard meaning of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) , has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code or Section 303 or 304 of ERISA with respect to a Pension Plan; that any contribution required to be made with respect to a Multiemployer Plan has not been timely made except to the extent that any such untimely contribution would not result in a material liability to the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate; that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability; that proceedings may be or have been instituted to terminate any Pension or appoint a trustee to administer a Plan (including the giving which is subject to Title IV of written notice thereof)ERISA; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of the Borrower or any ERISA Affiliate will or may incur any material amount of its intention to appoint a trustee to administer liability (including any Pension Plan; that any Credit Partyindirect, any Subsidiary thereof contingent, or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA or with respect to a group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or that the Borrower or any Subsidiary of the Borrower may incur any material liability pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides death, health or severance benefits to retired employees or other former employees (other than as required by Section 601 of ERISA or applicable state law or as disclosed on Schedule 5.14) of any Plan.
. At the request of any Bank, the Borrower will promptly deliver to such Bank a complete copy of the annual report (bon Internal Revenue Service Form 5500-series) Promptly following of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service. In addition to any reasonable request certificates or notices delivered to the Banks pursuant to the first sentence hereof, if requested by any Agent thereforthe Banks, copies of annual reports and any documents described in Section 101(k) material notices received by the Borrower, any Subsidiary of ERISA that any Credit Party the Borrower or any of their respective Subsidiaries has received ERISA Affiliate with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries shall be delivered to the Banks no later than 10 Business Days after the date such notice has been received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from by the administrator or sponsor of the applicable Multiemployer PlanBorrower, the applicable Credit Party Subsidiary or the applicable Subsidiary(ies)ERISA Affiliate, upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planas applicable.
Appears in 3 contracts
Samples: Credit Agreement (Universal American Financial Corp), Credit Agreement (Universal American Financial Corp), Credit Agreement (Universal American Financial Corp)
ERISA. Borrower shall deliver to Lender as soon as possible, and in any event within ten (a10) Promptly days, after any Credit Party Borrower knows or any of their respective Subsidiaries knows of the occurrence (or expected occurrence) of has reason to believe that any of the following events that individually or in the aggregate would reasonably be expected conditions specified below with respect to result in any Plan or Multiemployer Plan has occurred or exists, a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender statement signed by a certificate senior financial officer of an Authorized Officer of the Borrower setting forth details as to respecting such occurrence event or condition and the action, if any, that such Credit Party, such Subsidiary Borrower or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Borrower or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event to such event or condition):
(1) any reportable event, as defined in Section 4043(b) of ERISA and the regulations issued thereunder, with respect to a Pension Plan, as to which PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event that could reasonably be expected to result in (a) the termination of such Plan has occurred; (other than pursuant to a standard termination under ERISA Section 4041(b), (b) the imposition of a liability on the Borrower or its ERISA Affiliates or (c) the imposition of a Lien on the assets of the Borrower or its ERISA Affiliates (provided that a failure to satisfy meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether ERISA, including the failure to make on or not waived in accordance with before its due date a required installment under Section 412(c412(m) of the Code or Section 302(c302(e) of ERISA) has occurred (or is reasonably likely to occur) with respect to , shall be a Pension Plan or an application is to be made to the Secretary reportable event regardless of the Treasury issuance of any waivers in accordance with Section 412(d) of the Code); and any request for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 412(d) of the Code with respect to for any Plan;
(2) the distribution under Section 4041 of ERISA of a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV notice of ERISA; that steps will be or have been instituted intent to terminate any Pension Plan (including the giving of written notice thereof); that or any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof action taken by Borrower or an ERISA Affiliate to terminate any Plan (other than in a standard termination pursuant to ERISA Section 515 4041(b));
(3) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Partyadminister, any Subsidiary thereof Plan, or the receipt by Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan which could result in the imposition of liability on the Borrower or its intention to appoint ERISA Affiliates;
(4) the complete or partial withdrawal from a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof Multiemployer Plan by Borrower or any ERISA Affiliate has failed that results in liability under Section 4201 or 4204 of ERISA (including the obligation to make satisfy secondary liability as a required installment result of a purchaser default) or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof receipt by Borrower or any ERISA Affiliate has incurred or will incur (or has been notified in writing of notice from a Multiemployer Plan that it will incur) any liability to is in reorganization or on account of a Pension Plan or Multiemployer Plan insolvency pursuant to Section 4062, 4063, 4064, 4069 4241 or 4201 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA which could result in the imposition of liability on the Borrower or its ERISA Affiliates;
(5) the institution of a proceeding by a fiduciary of any Multiemployer Plan against Borrower or any ERISA Affiliate to enforce Section 515 of ERISA; , which proceeding is not dismissed or that there has been a failure settled within thirty (30) days;
(6) the adoption of an amendment to comply with ERISAany Plan that, pursuant to Section 401(a)(29) of the Code or other Applicable Law Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan is a part if Borrower or an ERISA Affiliate fails to timely provide security to the Plan in accordance with respect to the provisions of said Sections; and
(7) the imposition of a Lien or a security interest in connection with a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plan.
Appears in 3 contracts
Samples: Loan Agreement (Lazard Freres Real Estate Investors LLC), Loan Agreement (Lazard Freres Real Estate Investors LLC), Loan Agreement (Lazard Freres Real Estate Investors LLC)
ERISA. (a) Promptly As soon as possible and, in any event, within 20 days after any Credit Party the Borrowers or any of their respective Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower Borrowers will deliver to the Agents Administrative Agent, and the Administrative Agent shall promptly forward to each Lender Lender, a certificate of an Authorized Officer Representative of the Borrower Borrowers setting forth details as to such occurrence and the action, if any, that such Credit Partythe Borrowers, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrowers, such Subsidiary Subsidiary, the ERISA Affiliate, the PBGC, or ERISA Affiliate (to a Plan participant or the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is likely to be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan and/or a Multiemployer Plan; that a Plan and/or Multiemployer Plan has been or is reasonably expected to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan and/or a Multiemployer Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code; that proceedings are likely to be or have been instituted or notice has been given to terminate any Pension or appoint a trustee to administer a Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to and/or a Multiemployer Plan, or ; that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer PlanPlan if material in amount; that the PBGC has notified any Credit PartyBorrowers, any Subsidiary thereof of their respective Subsidiaries or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would is reasonably be expected to result in the requirement that incur any Credit Party furnish a bond material liability (including any indirect, contingent or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan or and/or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
Plan and/or Multiemployer Plan under Section 401(a)(29) of the Code; or that the Borrowers or any Subsidiary is reasonably expected to incur any liability pursuant to any employee welfare benefit plan (bas defined in Section 3(1) Promptly following of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any reasonable request by employee pension benefit plan (as defined in Section 3(2) of ERISA) which liability, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Upon request, the Borrowers will deliver to each of the Lenders a complete copy of the annual report (Form 5500) of each Plan required to be filed with the Internal Revenue Service. In addition to any Agent thereforcertificates or notices delivered to the Lenders pursuant to the first sentence hereof, copies of such annual reports and any documents described in Section 101(k) of ERISA that any Credit Party material notices received by the Borrowers or any of their respective Subsidiaries has received or any ERISA Affiliate with respect to any Plan and/or Multiemployer Plan and/or Foreign Pension Plan shall be delivered to the Lenders no later than 20 days after the date such report has been requested or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries such notice has been received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from by the administrator or sponsor of the applicable Multiemployer PlanBorrowers, the applicable Credit Party Subsidiary or the applicable Subsidiary(ies)ERISA Affiliate, upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planas applicable.
Appears in 3 contracts
Samples: Credit Agreement (Furniture Brands International Inc), Credit Agreement (Furniture Brands International Inc), Credit Agreement (Furniture Brands International Inc)
ERISA. The Borrower shall, and shall cause each Significant Subsidiary to, comply in all material respects with the applicable provisions of ERISA, and the Borrower shall furnish to the Administrative Agent and each Lender (a) Promptly as soon as possible, and in any event within 30 days after any Credit Party Responsible Officer of the Borrower or any of their respective Subsidiaries ERISA Affiliate either knows of the occurrence (or expected occurrence) of has reason to know that any of the following events Reportable Event has occurred that individually alone or in the aggregate would together with any other Reportable Event could reasonably be expected to result in a Material Adverse Effect, liability of the Borrower will deliver to the Agents and each Lender PBGC in an aggregate amount exceeding $25,000,000, a certificate statement of an Authorized a Financial Officer of the Borrower setting forth details as to such occurrence Reportable Event and the actionaction proposed to be taken with respect thereto, together with a copy of the notice, if any, that of such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) Reportable Event given to or filed with or by such Credit Partythe PBGC, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Partyb) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 as soon as possible, and in any event within 30 days after any Responsible Officer of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof Borrower or any ERISA Affiliate either knows or has reason to know that the value of its the assets of any Plan is less than 80% of the “funding target” (as defined in Code Section 430(d)(1)) of such Plan as of the last annual valuation date applicable thereto, a statement of a Financial Officer of the Borrower setting forth details as to such event, (c) promptly after receipt thereof, a copy of any notice the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof Plan or any ERISA Affiliate has failed Plans and (d) within 10 days after the due date for filing with the PBGC pursuant to Section 430(k) of the Code of a notice of failure to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies a statement of any documents described in Section 101(k) a Financial Officer of ERISA that any Credit Party or any of their respective Subsidiaries has received the Borrower setting forth details as to such failure and the action proposed to be taken with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received thereto, together with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies copy of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply notice given to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planthe PBGC.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Avista Corp), Credit Agreement (Avista Corp), Credit Agreement (Avista Corp)
ERISA. Except as could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, the Company shall supply to the Administrative Agent (in sufficient copies for all Lenders, if the Administrative Agent so requests);
(a) Promptly promptly and in any event within 15 days after receiving a request from the Agent a copy of IRS Form 5500 (including the Schedule B) with respect to a Plan subject to Title IV of ERISA;
(b) promptly and in any event within 30 days after any Credit Party, any Subsidiary of any Credit Party or any of their respective Subsidiaries ERISA Affiliate knows of the occurrence (or expected occurrence) of has reason to know that any of the following events ERISA Event has occurred that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectliability to any Credit Party or any Subsidiaries of any Credit Party, the Borrower will deliver to the Agents and each Lender a certificate of an Authorized Officer the chief financial officer of the Borrower setting forth details as to Company describing such occurrence ERISA Event and the action, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes proposed to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event be taken with respect to such ERISA Event and a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension copy of any amortization period under Section 412 or 430 of the Code notice filed with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified or the IRS pertaining to such ERISA Event and any notices received by any Credit Party, any Subsidiary thereof of any Credit Party or ERISA Affiliate from the PBGC or any other governmental agency with respect thereto; provided, that, in the case of ERISA Affiliate Events under paragraph (d) of its intention the definition thereof, the 30-day period set forth above shall be a 10-day period, and, in the case of ERISA Events under paragraph (b) of the definition thereof, in no event shall notice be given later than 10 days after the occurrence of the ERISA Event; and
(c) promptly, and in any event within 30 days, after becoming aware that any of the following has occurred if such event is reasonably expected to appoint a trustee result in liability to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment Affiliate, (i) an increase in Unfunded Pension Liabilities (taking into account only Plans with positive Unfunded Pension Liabilities) since the date the representations hereunder are given or other payment pursuant to deemed given, or from any prior notice, as applicable, (ii) an increase since the date the representations hereunder are given or deemed given, or from any prior notice, as applicable, in potential withdrawal liability under Section 412 4201 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that ERISA, if any Credit Party, any Subsidiary thereof or of any Credit Party and the ERISA Affiliate has incurred or will incur Affiliates were to withdraw completely from any and all Multiemployer Plans, (or has been notified in writing that it will incuriii) any liability contribution required to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law made with respect to a Plan.
Foreign Pension Plan has not been timely made or (biv) Promptly following any reasonable request by any Agent therefor, copies the adoption of any documents described amendment to a Plan which results in Section 101(k) an increase in contribution obligations of ERISA that any Credit Party or any Subsidiary of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; providedParty, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices a detailed written description thereof from the administrator or sponsor chief financial officer of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer PlanCompany.
Appears in 3 contracts
Samples: Abl Credit Agreement (CVR Refining, LP), Abl Credit Agreement (CVR Partners, Lp), Abl Credit Agreement (CVR Energy Inc)
ERISA. As soon as possible and, in any event, within (a10) Promptly days after the Parent Borrower, any Credit Party of its Subsidiaries or any of their respective Subsidiaries its ERISA Affiliates knows of the occurrence (or expected occurrence) of has reason to know that any of the following events that individually or in the aggregate would reasonably be expected conditions specified below with respect to result in a Material Adverse Effectany Plan or Multiemployer Plan or Foreign Pension Plan have occurred or exist, the Borrower will deliver to the Agents and each Lender a certificate of an Authorized the Chief Financial Officer of the Parent Borrower setting forth details as to respecting such occurrence event or condition and the action, action if any, that such Credit Partythe Parent Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together take with respect thereto (and a copy of any notices (required, proposed report or otherwise) given notice required to or be filed with or given to PBGC or an applicable foreign governmental agency by such Credit Partythe Parent Borrower, such Subsidiary or such ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard such event or condition):
(i) any reportable event, as defined in subsections (c)(1), (2), (5) and (6), and subsection (d)(2) of Section 412 of the Code or Section 302 4043 of ERISA (whether or not waived in accordance with Section 412(c) of and the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminatedregulations issued thereunder, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.;
(bii) Promptly following any reasonable request by any Agent therefor, copies of any documents described in the filing under Section 101(k4041(c) of ERISA that of a notice of intent to terminate any Credit Party Plan under a distress termination or the distress termination of any Plan;
(iii) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by the Parent Borrower, any of its Subsidiaries or any of their respective Subsidiaries its ERISA Affiliates of a notice from a Multiemployer Plan that such action has received been taken by PBGC with respect to such Multiemployer Plan;
(iv) the receipt by the Parent Borrower, any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party its Subsidiaries or any of their respective its ERISA Affiliates of notice from a Multiemployer Plan that the Parent Borrower, any of its Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective its ERISA Affiliates has incurred withdrawal liability under Section 4201 of ERISA in excess of $5,000,000 or that such Multiemployer Plan is in reorganization or insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA whereby a deficiency or additional assessment is levied or threatened to be levied against a Borrower, any of its Subsidiaries has not requested such documents or notices from any of its ERISA Affiliates;
(v) the administrator institution of a proceeding by a fiduciary of any Plan or sponsor Multiemployer Plan against the Parent Borrower, any of the applicable Multiemployer Plan, the applicable Credit Party its Subsidiaries or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents of its ERISA Affiliates to enforce Section 515 or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l4219(c)(5) of ERISA ERISA, which proceeding is not dismissed within 30 days; and
(vi) that any material contribution required to be made with respect to a Multiemployer Foreign Pension Plan to which an ERISA Affiliate contributes has not been timely made, or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party that the Parent Borrower or any Subsidiary of their respective Subsidiaries would reasonably be expected the Parent Borrower may incur any material liability pursuant to result in a Material Adverse Effect under such Multiemployer any Foreign Pension Plan.
Appears in 3 contracts
Samples: Credit Agreement (Endurance Specialty Holdings LTD), Credit Agreement (Endurance Specialty Holdings LTD), Term Loan Agreement (Endurance Specialty Holdings LTD)
ERISA. (a) Promptly The Borrower shall, and shall cause each of its Subsidiaries to, as soon as possible and, in any event, within 10 days after any Credit Party the Borrower knows or has reason to know that a Reportable Event has occurred with respect to a Pension Plan, that a transaction prohibited under ERISA, the Code or a foreign law of similar nature has occurred resulting in a material liability to a Benefit Plan, the Borrower or any of its Subsidiaries (or any entity which they have an obligation to indemnify), that an accumulated funding deficiency has been incurred or an application is to be or has been made to the Secretary of the Treasury for a waiver of the minimum funding standard with respect to an accumulation funding deficiency of $1,000,000 or more, that a failure to make timely contributions to a Pension Plan may give or has given rise to a lien in a material amount, that an amendment to a Pension Plan may require or requires the granting of a security interest in a material amount, that proceedings are likely to be or have been instituted to terminate a Pension Plan, or that the Borrower, any of its Significant Subsidiaries or a member of their respective Subsidiaries knows Controlled Group will or may incur any material liability under Section 502(g) or any analogous provision relating to Section 515 or Title IV of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse EffectERISA, the Borrower will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized a Responsible Officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Partywhich the Borrower, such Subsidiary or an ERISA Affiliate the respective member of their Controlled Group is required or proposes to take, together with any notices (required, required or proposed or otherwise) given to or be filed with or by such Credit Partythe Borrower, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) member of their respective Controlled Group, the PBGC or the plan administrator with respect thereto: that . For purposes of this Section, an item is material if alone or taken with any other item in this Section, it results in a Reportable Event with respect liability of $1,000,000 or more. Copies of any notices required to a Pension Plan has occurred; that a failure be delivered to satisfy the minimum funding standard of Section 412 Administrative Agent hereunder shall be delivered not later than 10 days after the later of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan date such notice has been filed with the IRS or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Partyreceived by the Borrower, any Subsidiary thereof of its Subsidiaries or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account members of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 their respective Controlled Group. Upon the request of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Administrative Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received the Lenders made from time to time, the Borrower will deliver a copy of the most recent actuarial report and annual report completed with respect to any Multiemployer Benefit Plan or and any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries other financial information the Borrower has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Benefit Plan.
Appears in 3 contracts
Samples: Revolving Credit Agreement (Foster Wheeler Corp), Short Term Revolving Credit Agreement (Foster Wheeler Corp), Short Term Revolving Credit Agreement (Foster Wheeler Corp)
ERISA. (a) Promptly As soon as possible and, in any event, within 20 days ----- after any Credit Party Holdings, the Borrower or any of their respective Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually following, Holdings or in the aggregate would reasonably be expected to result in a Material Adverse Effect, the Borrower will deliver to each of the Agents and each Lender Banks a certificate of an Authorized the Chief Financial Officer or Treasurer of Holdings or the Borrower setting forth details as to such occurrence and the action, if any, that such Credit PartyHoldings, the Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit PartyHoldings, the Borrower, such Subsidiary Subsidiary, the ERISA Affiliate, the PBGC, or ERISA Affiliate (to a Plan participant or the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer contribution required to be made to a Plan has not been timely made; that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code; that proceedings may be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed appoint a trustee to make any required contribution to administer a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that Holdings, the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of their respective Subsidiaries or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will may incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA or with respect to a Plan under Section 401(a)(29), 4971 or 4975 of the Code or Section 409 or 502(i) or 502(l) of ERISA; or that there has been a failure to comply with ERISAHoldings, the Code Borrower or any Subsidiary may incur any material liability pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other Applicable Law former employees (other than as required by Section 601 of ERISA) or any Plan. The Borrower will deliver to each of the Banks a complete copy of the annual report (Form 5500) of each Plan required to be filed with respect the Internal Revenue Service. In addition to a Plan.
(b) Promptly following any reasonable request by any Agent thereforcertificates or notices delivered to the Banks pursuant to the first sentence hereof, copies of annual reports and any documents described in Section 101(k) of ERISA that any Credit Party material notices received by Holdings, the Borrower or any of their respective Subsidiaries has received or any ERISA Affiliate with respect to any Multiemployer Plan shall be delivered to the Banks no later than 20 days after the date such report has been filed with the Internal Revenue Service or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries such notice has been received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Planby Holdings, the applicable Credit Party Borrower, the Subsidiary or the applicable Subsidiary(ies)ERISA Affiliate, upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planas applicable.
Appears in 3 contracts
Samples: Credit Agreement (Coinmach Corp), Credit Agreement (Coinmach Laundry Corp), Credit Agreement (Coinmach Laundry Corp)
ERISA. (a) Promptly As soon as possible and, in any event, within 10 days after any Credit Party the Borrower or any of their respective Subsidiaries Subsidiary knows of the occurrence (or expected occurrence) of has reason to know any of the following events that individually (and with regard to Plans with respect to which an ERISA Affiliate contributes pursuant to collective bargaining requirements or in maintains, the aggregate would reasonably be expected Borrower shall use its best efforts to result in a Material Adverse Effectobtain information therefrom regarding any of the following), the Borrower will deliver to each of the Agents and each Lender Banks a certificate of an the Chief Financial Officer or other Authorized Officer of the Borrower setting forth details as to such occurrence and the such action, if any, that such Credit Partywhich the Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant (other than notices relating to an individual participant's benefits) or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; , that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is has been or could reasonably be expected to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; , that a Multiemployer Plan which has an Unfunded Current Liability has been or is could reasonably be expected to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; , that steps will be a Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code, that proceedings have been or could reasonably be expected to be instituted to terminate any Pension a Plan (including the giving of written notice thereof); that any Credit Partywhich has an Unfunded Current Liability, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; , or that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would could reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4201 or 4201 4204 of ERISA; or that there has been . Upon request of a failure to comply with ERISABank, the Code Borrower will deliver to such Bank a complete copy of the annual report (Form 5500) of each Plan required to be filed with the Internal Revenue Service. In addition to any certificates or other Applicable Law with respect notices delivered to a Plan.
(b) Promptly following any reasonable request by any Agent thereforthe Banks pursuant to the first sentence hereof, copies of any documents described in Section 101(k) of ERISA that any Credit Party notices received by the Borrower or any of their respective Subsidiaries has received with respect Subsidiary required to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect be delivered to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor Banks hereunder shall be delivered to the Banks no later than 10 days after the later of the applicable Multiemployer Plan, date such notice has been filed with the applicable Credit Party Internal Revenue Service or the applicable Subsidiary(ies)PBGC, upon the request therefor by any Agent, shall promptly make a request for such documents or given to Plan participants (other than notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply relating to all documents and notices described in Section 101(kan individual participant's benefits) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes received by the Borrower or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer PlanSubsidiary.
Appears in 3 contracts
Samples: Credit Agreement (Fremont General Corp), Credit Agreement (Fremont General Corp), Credit Agreement (Fremont General Corp)
ERISA. (a) Promptly As soon as possible and, in any event, within ten days after the Borrower, any Credit Party Subsidiary of the Borrower or any of their respective Subsidiaries ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower will deliver to the Agents and Administrative Agent (with sufficient copies for each Lender of the Banks) a certificate of an Authorized Officer the chief financial officer of the Borrower setting forth the full details as to such occurrence and the action, if any, that such Credit Partywhich the Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary Subsidiary, such ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event has occurred (except to the extent that the Borrower has previously delivered to the Banks a certificate and notices (if any) concerning such event pursuant to the next clause hereof); that a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event described in Subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to occur with respect to a Pension such Plan has occurredwithin the following 30 days; that a failure to satisfy an accumulated funding deficiency, within the minimum funding standard meaning of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) , has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code or Section 303 or 304 of ERISA with respect to a Pension Plan; that any contribution required to be made to a Multiemployer Plan or Foreign Pension Plan has not been timely made; that a Plan has been or is reasonably expected to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability; that proceedings are reasonably expected to be or have been instituted to terminate any Pension or appoint a trustee to administer a Plan (including the giving which is subject to Title IV of written notice thereof)ERISA; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of the Borrower or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would could reasonably be expected to result in the requirement that incur any Credit Party furnish a bond material liability (including any indirect, contingent or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409, 502(i) or 502(l) of ERISA or with respect to a group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or that the Borrower or any Subsidiary of the Borrower could reasonably be expected to incur any material liability pursuant to any employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any Plan or any Foreign Pension Plan.
. The Borrower will deliver to each Bank (bi) Promptly following any reasonable request by any Agent therefor, a complete copy of the annual report (on Internal Revenue Service Form 5500-series) of each Plan required to be filed with the Internal Revenue Service and (ii) copies of any records, documents described in Section 101(k) of ERISA or other information that any Credit Party or any of their respective Subsidiaries has received must be furnished to the PBGC with respect to any Multiemployer Plan pursuant to Section 4010 of ERISA. In addition to any certificates or notices delivered to the Administrative Agent or the Banks pursuant to the first sentence hereof, copies of annual reports and any records, documents or other information required to be furnished to the PBGC, and any material notices received by the Borrower, any Subsidiary of the Borrower or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received Affiliate with respect to any Multiemployer Plan; provided, that if any Credit Party Plan or any of their respective Subsidiaries has not requested such documents or notices from Foreign Pension Plan shall be delivered to the administrator or sponsor Administrative Agent (with sufficient copies for each of the applicable Multiemployer PlanBanks) no later than ten days after the date any annual report has been filed with the Internal Revenue Service or such records, documents and/or information has been furnished to the PBGC or such notice has been received by the Borrower, the applicable Credit Party Subsidiary or the applicable Subsidiary(ies)ERISA Affiliate, upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planas applicable.
Appears in 3 contracts
Samples: Credit Agreement (Inacom Corp), Credit Agreement (Inacom Corp), Credit Agreement (Inacom Corp)
ERISA. (ai) Promptly Each Borrower and Operating Lessee shall deliver to Lender as soon as possible, and in any event within ten (10) days after any Credit Party such Borrower or any of their respective Subsidiaries Operating Lessee knows of the occurrence (or expected occurrence) of has reason to believe that any of the following events that individually or in the aggregate would reasonably be expected conditions specified below with respect to result in any Plan or Multiemployer Plan has occurred or exists, a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender statement signed by a certificate senior financial officer of an Authorized Officer of the such Borrower setting forth details as to respecting such occurrence event or condition and the action, if any, that such Credit PartyBorrower, Operating Lessee or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by such Subsidiary Borrower, Operating Lessee or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event to such event or condition):
(1) any reportable event, as defined in Section 4043(b) of ERISA and the regulations issued thereunder, with respect to a Pension Plan Plan, as to which PBGC has occurred; not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event (provided that a failure to satisfy meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether ERISA, including, without limitation, the failure to make on or not waived in accordance with before its due date a required installment under Section 412(c412(m) of the Code or Section 302(c302(e) of ERISA) has occurred (or is reasonably likely to occur) with respect to , shall be a Pension Plan or an application is to be made to the Secretary reportable event regardless of the Treasury issuance of any waivers in accordance with Section 412(d) of the Code); and any request for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 412(d) of the Code with respect to for any Plan;
(2) the distribution under Section 4041 of ERISA of a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV notice of ERISA; that steps will be or have been instituted intent to terminate any Pension Plan (including the giving of written notice thereof); that or any Credit Partyaction taken by Borrower, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof Operating Lessee or an ERISA Affiliate pursuant to terminate any Plan;
(3) the institution by PBGC of proceedings under Section 515 4042 of ERISA for the termination of, or the appointment of a trustee to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Partyadminister, any Subsidiary thereof Plan, or the receipt by any Borrower, Operating Lessee or any ERISA Affiliate of its intention a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to appoint such Multiemployer Plan;
(4) the complete or partial withdrawal from a trustee to administer Multiemployer Plan by any Pension Plan; that any Credit PartyBorrower, any Subsidiary thereof Operating Lessee or any ERISA Affiliate has failed that results in liability under Section 4201 or 4204 of ERISA (including the obligation to make satisfy secondary liability as a required installment result of a purchaser default) or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that receipt by any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit PartyBorrower, any Subsidiary thereof Operating Lessee or any ERISA Affiliate has incurred or will incur (or has been notified in writing of notice from a Multiemployer Plan that it will incur) any liability to is in reorganization or on account of a Pension Plan or Multiemployer Plan insolvency pursuant to Section 4062, 4063, 4064, 4069 4241 or 4201 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA; ;
(5) the institution of a proceeding by a fiduciary of any Multiemployer Plan against any Borrower, Operating Lessee or that there has been a failure any ERISA Affiliate to comply with enforce Section 515 of ERISA, which proceeding is not dismissed within thirty (30) days;
(6) the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or other Applicable Law Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan is a part if any Borrower, Operating Lessee or an ERISA Affiliate fails to timely provide security to the Plan in accordance with respect to the provisions of said Sections; and
(7) the imposition of a lien or a security interest in connection with a Plan.
(bii) Promptly following No Borrower or Operating Lessee shall engage in any reasonable request transaction which would cause any obligation, or action taken or to be taken, hereunder (or the exercise by any Agent therefor, copies Lender of any documents described of its rights under the Note, this Agreement or the other Loan Documents) to be a non-exempt (under a statutory or administrative class exemption) prohibited transaction under the Employee Retirement Income Security Act of 1974, as amended.
(iii) Each applicable Borrower and Operating Lessee hereby certifies and shall deliver to Lender such certifications or other evidence from time to time throughout the term of the Loan, as reasonably requested by Lender, that (A) such Borrower or Operating Lessee is not an “employee benefit plan” as defined in Section 101(k3(3) of ERISA that any Credit Party ERISA, which is subject to Title I of ERISA, a “plan” as defined in Section 4975 of the Code, which is subject to Section 4975 of the Code, or any a “governmental plan” within the meaning of their respective Subsidiaries has received Section 3(32) of ERISA; (B) such Borrower or Operating Lessee is not subject to state statutes regulating investments and fiduciary obligations with respect to governmental plans or, if such Borrower is subject to such statutes, such statutes do not in any Multiemployer Plan manner affect the ability of the such Borrower or Operating Lessee to perform its obligations under the Loan Documents or the ability of Lender to enforce any notices described and all of its rights under the Loan Agreement; and (C) one or more of the following circumstances is true: (i) Equity interests in Section 101(lsuch Borrower or Operating Lessee are publicly offered securities, within the meaning of 29 C.F.R. §2510.3-101(b)(2); (ii) Less than twenty-five percent of each outstanding class of equity interests in such Borrower or Operating Lessee are held by “benefit plan investors” within the meaning of 29 C.F.R. §2510.3-101(f)(2); or (iii) such Borrower or Operating Lessee qualifies as an “operating company” within the meaning of 29 C.F.R. §2510.3-101(c).
(iv) If an investor or equity owner in any Borrower or Operating Lessee is (directly or indirectly) a plan that is not subject to Title I of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor Section 4975 of the applicable Multiemployer PlanCode, but is subject to the provisions of any federal, state, local, non-U.S. or other laws or regulations that are similar to those portions of ERISA or the Code (collectively, “Other Plan Laws”), the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies assets of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) Borrower or Operating Lessee shall also apply to all documents and notices described in Section 101(k) or 101(l) not constitute the assets of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect such plan under such Multiemployer PlanOther Plan Laws.
Appears in 3 contracts
Samples: Loan Agreement, Loan Agreement (Ashford Hospitality Trust Inc), Loan Agreement (Ashford Hospitality Trust Inc)
ERISA. In connection with ERISA:
(aA) Promptly and in any event within ten (10) Business Days after any Credit Party either Borrower knows or any of their respective Subsidiaries knows has reason to know of the occurrence (or expected occurrence) of any a Reportable Event with respect to a Plan with regard to which notice must be provided to the PBGC, a copy of such materials required to be filed with the PBGC with respect to such Reportable Event and in each such case a statement of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender a certificate chief financial officer of an Authorized Officer of the such Borrower setting forth details as to such occurrence Reportable Event and the action, if any, action that such Credit PartyBorrower proposes to take with respect thereto;
(B) Promptly and in any event within ten (10) Business Days after either Borrower knows or has reason to know of any condition existing with respect to a Plan that presents a material risk of termination of such Plan, imposition of an excise tax, requirement to provide security to such Subsidiary Plan or occurrence of other liability by the applicable Borrower or any ERISA Affiliate, a statement of the chief financial officer of the applicable Borrower describing such condition;
(C) At least ten (10) Business Days prior to the filing by any plan administrator of a Plan of a notice of intent to terminate such Plan, a copy of such notice;
(D) Promptly and in no event more than ten (10) Business Days after the filing thereof with the Secretary of the Treasury, a copy of any application by either Borrower or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard under section 412 of the Code;
(including E) Upon request by the Agent from time to time, copies of each annual report that is filed on Internal Revenue Service Form 5500, together with certified financial statements for any required installment paymentsPlan (if any) as of the end of such year and actuarial statements on Schedule B to such Form 5500;
(F) Promptly and in any event within ten (10) Business Days after it knows or an extension has reason to know of any amortization period event or condition that might constitute grounds under Section 412 section 4042 of ERISA for the termination of, or 430 the appointment of a trustee to administer, any Plan, a statement of the Code with respect to a Pension Plan; that a Multiemployer Plan has been chief financial officer of the applicable Borrower describing such event or is to be terminated, partitioned condition;
(G) Promptly and in no event more than ten (10) Business Days after receipt thereof by either Borrower or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit PartyAffiliate, a Subsidiary thereof copy of each notice received by such Borrower or an ERISA Affiliate pursuant to Section 515 concerning the imposition of ERISA to collect any withdrawal liability under section 4202 of ERISA; and
(H) Promptly after receipt thereof a delinquent contribution to a Multiemployer Plan; that the PBGC has notified copy of any Credit Party, any Subsidiary thereof notice either Borrower or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to may receive from the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received Internal Revenue Service with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, provided that if any Credit Party or any this subparagraph (H) shall not apply to notices of their respective Subsidiaries has not requested such documents or notices from general application promulgated by the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party PBGC or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plan.Internal Revenue Service;
Appears in 3 contracts
Samples: Credit Agreement (Doral Financial Corp), Credit Agreement (Doral Financial Corp), Credit Agreement (First Financial Caribbean Corp)
ERISA. As soon as possible and, in any event, within ten (a10) Promptly days after the Borrower, any Credit Party Subsidiary of the Borrower or any of their respective Subsidiaries ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower will deliver to each of the Agents and each Lender Lenders a certificate of an Authorized Officer the chief financial officer of the Borrower setting forth details in reasonable detail information as to such occurrence and the action, if any, that such Credit Partythe Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary the Subsidiary, the ERISA Affiliate, the PBGC or ERISA Affiliate (to any other governmental agency, a Plan participant or the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event has occurred (except to the extent that the Borrower has previously delivered to the Lenders a certificate and notices (if any) concerning such event pursuant to the next clause hereof); that a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to occur with respect to a Pension such Plan has occurredwithin the following 30 days; that a failure to satisfy an accumulated funding deficiency, within the minimum funding standard meaning of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) , has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code or Section 303 or 304 of ERISA with respect to a Pension Plan; that any contribution required to be made with respect to a Multiemployer Plan or Foreign Pension Plan has not been timely made; that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability; that proceedings may be or have been instituted to terminate any Pension or appoint a trustee to administer a Plan (including the giving which is subject to Title IV of written notice thereof)ERISA; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of the Borrower or any ERISA Affiliate of its intention to appoint a trustee to administer will or may incur any Pension Plan; that material liability (including any Credit Partyindirect, any Subsidiary thereof contingent, or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA or with respect to a group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or that the Borrower or any Subsidiary of the Borrower may incur any material liability pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any Plan or any Foreign Pension Plan.
(b) Promptly following any reasonable request by any Agent therefor, . The Borrower will deliver to each of the Lenders copies of any records, documents described in Section 101(k) of ERISA or other information that any Credit Party or any of their respective Subsidiaries has received must be furnished to the PBGC with respect to any Multiemployer Plan pursuant to Section 4010 of ERISA. Upon the request of the Administrative Agent or any notices described in Section 101(lLender, the Borrower will also deliver to the Administrative Agent or such Lender a complete copy of the annual report (on Internal Revenue Service Form 5500-series) of ERISA that each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service. In addition to any Credit Party certificates or notices delivered to the Lenders pursuant to the first sentence hereof, copies of annual reports and any records, documents or other information required to be furnished to the PBGC or any other governmental agency, and any material notices received by the Borrower, any Subsidiary of their respective Subsidiaries has received the Borrower or any ERISA Affiliate with respect to any Multiemployer Plan; providedPlan or Foreign Pension Plan shall be delivered to the Lenders no later than ten (10) days after the date such annual report has been filed with the Internal Revenue Service or such records, that if any Credit Party documents and/or information has been furnished to the PBGC or any other governmental agency or such notice has been received by the Borrower, the respective Subsidiary or the ERISA Affiliate, as applicable. The Borrower and each of their respective its Subsidiaries has not requested such documents shall insure that all Foreign Pension Plans administered by it or notices from into which it makes payments obtains or retains (as applicable) registered status under and as required by applicable law and is administered in a timely manner in all respects in compliance with all applicable laws except where the administrator or sponsor failure to do any of the applicable Multiemployer Planforegoing could not, either individually or in the applicable Credit Party or the applicable Subsidiary(ies)aggregate, upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in have a Material Adverse Effect under such Multiemployer PlanEffect.
Appears in 3 contracts
Samples: Credit Agreement (Infousa Inc), Credit Agreement (Infousa Inc), Credit Agreement (Infousa Inc)
ERISA. (a) Promptly As soon as possible and, in any event, within 30 days after an executive officer of Borrower knows or has reason to know that any Credit Party or any of their respective Subsidiaries knows member of the occurrence ERISA Group (i) gives or is required to give notice to the PBGC of any "reportable event" (as defined in Section 4043 of ERISA) with respect to any Plan which would reasonably be expected occurrenceto constitute grounds for a termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such reportable event given or required to be given to the PBGC; (ii) receives notice of complete or partial withdrawal liability under Title IV of ERISA or notice that any Multiemployer Plan is in reorganization, is insolvent or has been terminated, a copy of such notice; (iii) receives notice from the PBGC under Title IV of ERISA of an intent to terminate, impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or appoint a trustee to administer any Plan, a copy of such notice; (iv) applies for a waiver of the minimum funding standard under Section 412 of the Code, a copy of such application; (v) gives notice of intent to terminate any Plan under Section 4041(c) of ERISA, a copy of such notice and other information filed with the PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063 of the following events ERISA that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect, a copy of such notice; or (vii) fails to make any payment or contribution to any Plan or Multiemployer Plan or in respect of any Benefit Arrangement or makes any amendment to any Plan or Benefit Arrangement which has resulted or could reasonably be expected to result in the imposition of a Lien or the posting of a bond or other security under ERISA or the Code, Borrower will deliver to each of the Agents and each Lender Banks a certificate of an Authorized Officer the chief financial officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit PartyBorrower, such Subsidiary or an such member of the ERISA Affiliate Group is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit PartyBorrower, such Subsidiary or ERISA Affiliate (to Subsidiary, the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 member of the Code ERISA Group, a plan participant or Section 302 the plan administrator. Upon written request Borrower will deliver to each of ERISA the Banks a complete copy of the annual report (whether or not waived in accordance with Section 412(cForm 5500) of the Code or each Plan (as defined in Section 302(c3(2) of ERISA) has occurred (or is reasonably likely including, to occurthe extent required, the related financial statements and opinions and other supporting statements, certifications, schedules and information) with respect to a Pension Plan or an application is required to be made to filed with the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or paymentInternal Revenue Service, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planany.
Appears in 3 contracts
Samples: Credit Agreement (Global Marine Inc), Credit Agreement (Global Marine Inc), Credit Agreement (Global Marine Inc)
ERISA. (a) Promptly Comply in all material respects with the applicable provisions of ERISA and (b) furnish to the Agent and each Lender (i) as soon as possible, and in any event within 30 days after any Credit Party Responsible Officer of the Borrower or any of their respective Subsidiaries ERISA Affiliate either knows of the occurrence (or expected occurrence) of has reason to know that any of the following events Reportable Event has occurred that individually alone or in the aggregate would together with any other Reportable Event could reasonably be expected to result in a Material Adverse Effect, liability of the Borrower will deliver to the Agents and each Lender or any ERISA Affiliate in an aggregate amount exceeding $5,000,000, a certificate statement of an Authorized a Financial Officer of the Borrower setting forth details as to such occurrence Reportable Event and the actionaction proposed to be taken with respect thereto, together with a copy of the notice, if any, that of such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) Reportable Event given to or filed with or by such Credit Partythe PBGC, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by ii) promptly after receipt thereof, a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension copy of any amortization period under Section 412 or 430 of notice the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof Borrower or any ERISA Affiliate may receive from the PBGC relating to the funded status of its any Plan or to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a trustee to administer any Pension Plan; that any Credit PartyPlan or Plans, any Subsidiary thereof or any ERISA Affiliate has failed (iii) within ten (10) days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
, a statement of a Financial Officer of the Borrower setting forth details as to such failure and the action proposed to be taken with respect thereto, together with a copy of such notice given to the PBGC and (biv) Promptly following promptly and in any reasonable request event within 30 days after receipt thereof by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party the Borrower or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices Affiliate from the administrator or sponsor of the applicable a Multiemployer Plan, a copy of each notice received by the applicable Credit Party Borrower or any ERISA Affiliate concerning (A) the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make imposition of Withdrawal Liability in excess of $500,000 or (B) a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, determination that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes is, or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be is expected to result be, terminated or in a Material Adverse Effect under such Multiemployer Planreorganization, in each case within the meaning of Title IV of ERISA.
Appears in 3 contracts
Samples: Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De), Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De), Credit Facilities Agreement (Choice Hotels International Inc /De)
ERISA. The Borrower shall supply to the Lender:
18.3.1 promptly and in any event within fifteen (a15) Promptly days after any Credit Party Obligor, any Subsidiary of an Obligor or any of their respective Subsidiaries knows of the occurrence ERISA Affiliate files a Schedule B (or expected occurrencesuch other schedule as contains actuarial information) to I.R.S. Form 5500 in respect of a Plan with Unfunded Pension Liabilities, a copy of such I.R.S. Form 5500 (including the Schedule B);
18.3.2 promptly and in any event within thirty (30) days after any Obligor, any Subsidiary of the following events an Obligor or any ERISA Affiliate knows or has reason to know that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectany ERISA Event has occurred, the Borrower will deliver to the Agents and each Lender a certificate of an Authorized Officer the chief financial officer of the Borrower setting forth details as to describing such occurrence ERISA Event and the action, if any, that proposed to be taken with respect to such Credit Party, ERISA Event and a copy of any notice filed with the PBGC or the I.R.S. pertaining to such Subsidiary or an ERISA Affiliate is required or proposes to take, together with Event and any notices (required, proposed or otherwise) given to or filed with or received by such Credit PartyObligor, such Subsidiary of an Obligor, or ERISA Affiliate (to from the extent reasonably obtainable by a Credit Party) PBGC or any other governmental agency with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy provided that, in the minimum funding standard of Section 412 of the Code or Section 302 case of ERISA Events under paragraph (whether or not waived in accordance with Section 412(cd) of the Code or Section 302(cdefinition thereof, the 30-day period set forth above shall be a 10-day period, and, in the case of ERISA Events under paragraph (b) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to the definition thereof, in no event shall notice be made to given later than the Secretary occurrence of the Treasury for ERISA Event; and
18.3.3 promptly, and in any event within thirty (30) days, after becoming aware that there has been (i) a waiver material increase in Unfunded Pension Liabilities (taking into account only Plans with positive Unfunded Pension Liabilities) since the date the representations hereunder are given or modification deemed given, or from any prior notice, as applicable; (ii) the existence of the minimum funding standard (including any required installment payments) or an extension of any amortization period potential withdrawal liability under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV 4201 of ERISA; that steps will be or have been instituted , if each Obligor, each Subsidiary of an Obligor and the ERISA Affiliates were to terminate withdraw completely from any Pension Plan and all Multiemployer Plans, (including iii) the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Planadoption of, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 the commencement of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Partycontributions to, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant Plan subject to Section 412 of the U.S. Revenue Code with respect to a Pension Plan; that by an Obligor, any action has occurred with respect Subsidiary of an Obligor or any ERISA Affiliate, or (iv) the adoption of any amendment to a Plan subject to Section 412 of the U.S. Revenue Code which would reasonably be expected to result results in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Partymaterial increase in contribution obligations of an Obligor, any Subsidiary thereof of an Obligor or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of Affiliate, a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices detailed written description thereof from the administrator or sponsor chief financial officer of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer PlanParent.
Appears in 3 contracts
Samples: Facility Agreement, Term Loan Facility (Solar Power, Inc.), Term Loan Facility Agreement (Solar Power, Inc.)
ERISA. (a) Promptly As soon as possible and, in any event, within 10 days after any Credit Party the Borrower or any of their respective its Subsidiaries or ERISA Affiliates knows of the occurrence (or expected occurrence) of has reason to know any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower will deliver to each of the Agents and each Lender Banks a certificate of an Authorized the Chief Executive Officer or the Chief Financial Officer of the Borrower setting forth details as to such occurrence and the such action, if any, that such Credit Partythe Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability giving rise to a Lien under ERISA or the Code; that proceedings may be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof)a Plan; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof or any ERISA Affiliate of its intention Subsidiaries or ERISA Affiliates will or may incur any liability (including any contingent or secondary liability) to appoint or on account of the termination of or withdrawal from a trustee to administer any Pension PlanPlan under Sections 4062, 4063, 4064, 4201 or 4204 of ERISA; that any Credit Partythe Borrower, any Subsidiary thereof of its Subsidiaries or ERISA Affiliates will or may incur any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 liability under Chapter 43 of the Code with respect to a Pension Planor under Sections 502(c), (i) or (1) or 4071 of ERISA; that any action has occurred with respect to there exists a Plan which would reasonably be expected to result in the requirement condition that any Credit Party furnish presents a bond or other security material risk to the PBGC or such Plan; that any Credit PartyBorrower, any Subsidiary thereof of its Subsidiaries or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any Affiliates of incurring a liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 the assertion of ERISAa material claim (other than a routine claim for benefits) against any such Plan; or that there any Plan has been a failure determined by the Internal Revenue Service to comply with ERISA, fail to qualify under Section 401(a) of the Code or other Applicable Law with respect to a PlanCode.
(b) Promptly following The Borrower will deliver to each of the Banks a complete copy of the annual report (Form 5500) of each Plan required to be filed with the Internal Revenue Service.
(c) In addition to any reasonable request by any Agent thereforcertificates or notices delivered to the Banks pursuant to the clause (a) of this Section 7.06, copies of annual reports and any documents described in Section 101(k) of ERISA that any Credit Party other notices received by the Borrower or any of their respective its Subsidiaries has received with respect required to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect be delivered to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor Banks hereunder shall be delivered to the Banks no later than 10 days after the later of the applicable Multiemployer Plan, date such report or notice has been filed with the applicable Credit Party Internal Revenue Service or the applicable Subsidiary(ies)PBGC, upon given to Plan participants or received by the request therefor by any Agent, shall promptly make a request for Borrower or such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer PlanSubsidiary.
Appears in 3 contracts
Samples: Credit Agreement (American Homepatient Inc), Credit Agreement (American Homepatient Inc), Credit Agreement (Capstone Pharmacy Services Inc)
ERISA. The Borrower shall, and shall cause each Significant Subsidiary to, comply in all material respects with the applicable provisions of ERISA, and the Borrower shall furnish to the Administrative Agent and each Bank (a) Promptly as soon as possible, and in any event within 30 days after any Credit Party Responsible Officer of the Borrower or any of their respective Subsidiaries ERISA Affiliate either knows of the occurrence (or expected occurrence) of has reason to know that any of the following events Reportable Event has occurred that individually alone or in the aggregate would together with any other Reportable Event could reasonably be expected to result in a Material Adverse Effect, liability of the Borrower will deliver to the Agents and each Lender PBGC in an aggregate amount exceeding $25,000,000, a certificate statement of an Authorized a Financial Officer of the Borrower setting forth details as to such occurrence Reportable Event and the actionaction proposed to be taken with respect thereto, together with a copy of the notice, if any, that of such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) Reportable Event given to or filed with or by such Credit Partythe PBGC, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Partyb) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 as soon as possible, and in any event within 30 days after any Responsible Officer of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof Borrower or any ERISA Affiliate either knows or has reason to know that the value of its the assets of any Plan is less than 80% of the “funding target” (as defined in Code Section 430(d)(1)) of such Plan as of the last annual valuation date applicable thereto, a statement of a Financial Officer of the Borrower setting forth details as to such event, (c) promptly after receipt thereof, a copy of any notice the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof Plan or any ERISA Affiliate has failed Plans and (d) within 10 days after the due date for filing with the PBGC pursuant to Section 430(k) of the Code of a notice of failure to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies a statement of any documents described in Section 101(k) a Financial Officer of ERISA that any Credit Party or any of their respective Subsidiaries has received the Borrower setting forth details as to such failure and the action proposed to be taken with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received thereto, together with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies copy of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply notice given to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planthe PBGC.
Appears in 2 contracts
Samples: Credit Agreement (Avista Corp), Credit Agreement (Avista Corp)
ERISA. (a) Promptly As soon as possible and in any event within 10 days after any Credit Party or any of their respective Subsidiaries knows of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect, the Borrower will deliver to or the Agents and each Lender a certificate of an Authorized Officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: Guarantor knows that a Reportable Event has occurred with respect to a Pension Plan has occurred; established or maintained by the Borrower, the Guarantor or any ERISA Affiliate, that a failure to satisfy the minimum material accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to such a Pension Plan; , that a Multiemployer Plan has been or is to will be terminated, partitioned reorganized, petitioned or declared insolvent under Title IV of ERISA in a manner that has a Material Adverse Effect, that such a Plan has an Unfunded Current Liability within the meaning of Title IV of ERISA giving rise to a lien under ERISA; , that steps proceedings will be or have been instituted to terminate any Pension such a Plan (including the giving of written notice thereof); under circumstances that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to will have a Multiemployer PlanMaterial Adverse Effect, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof the Borrower or the Guarantor or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any material liability to or on account of such a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4063 or 4064, 4069 or which is a multiemployer plan under Section 515, 4201 or 4203 of ERISA; or that there has been a failure to comply with ERISA, the Code Borrower and the Guarantor will deliver to the Bank a certificate of a financial officer thereof, setting forth details as to such occurrence and action, if any, which the Borrower, the Guarantor or other Applicable Law ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given to or filed with or by the Borrower, the Guarantor, the ERISA Affiliate, the PBGC, a Plan participant or the Plan administrator with respect thereto. The Borrower and the Guarantor will deliver to the Bank a Plan.
complete copy of the annual report (b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(kForm 5500) of ERISA that any Credit Party or any of their respective Subsidiaries has received each Plan required to be filed with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party Internal Revenue Service or the applicable Subsidiary(ies)PBGC, upon given to Plan participants or received by either the request therefor by any Agent, shall promptly make a request for such documents Borrower or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planthe Guarantor.
Appears in 2 contracts
Samples: Letter of Credit, Reimbursement and Guaranty Agreement (Circor International Inc), Letter of Credit, Reimbursement and Guaranty Agreement (Circor International Inc)
ERISA. (a) Promptly The Company shall, and shall cause each of its Subsidiaries to, as soon as possible and, in any event, within 10 days after any Credit Party the Company knows or has reason to know that a Reportable Event has occurred with respect to a Pension Plan, that a transaction prohibited under ERISA, the Code or a foreign law of similar nature has occurred resulting in a material liability to a Benefit Plan, the Company or any of their respective its Subsidiaries knows (or any entity which they have an obligation to indemnify), that an accumulated funding deficiency has been incurred or an application is to be or has been made to the Secretary of the occurrence (Treasury for a waiver of the minimum funding standard with respect to an accumulation funding deficiency of $1,000,000 or expected occurrence) more, that a failure to make timely contributions to a Pension Plan may give or has given rise to a lien in a material amount, that an amendment to a Pension Plan may require or requires the granting of a security interest in a material amount, that proceedings are likely to be or have been instituted to terminate a Pension Plan, or that the Company, any other Borrower, any of the following events that individually Company's other Significant Subsidiaries or in the aggregate would reasonably be expected a member of their respective Controlled Group will or may incur any material liability under Section 502(g) or any analogous provision relating to result in a Material Adverse EffectSection 515 or Title IV of ERISA, the Borrower Company will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized a Responsible Officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Partywhich the Company, such Subsidiary or an ERISA Affiliate the respective member of their Controlled Group is required or proposes to take, together with any notices (required, required or proposed or otherwise) given to or be filed with or by such Credit Partythe Company, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) member of their respective Controlled Group, the PBGC or the plan administrator with respect thereto: that . For purposes of this Section, an item is material if alone or taken with any other item in this Section, it results in a Reportable Event with respect liability of $1,000,000 or more. Copies of any notices required to a Pension Plan has occurred; that a failure be delivered to satisfy the minimum funding standard of Section 412 Administrative Agent hereunder shall be delivered not later than 10 days after the later of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan date such notice has been filed with the IRS or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Partyreceived by the Company, any Subsidiary thereof of its Subsidiaries or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account members of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 their respective Controlled Group. Upon the request of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Administrative Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received the Lenders made from time to time, the Company will deliver a copy of the most recent actuarial report and annual report completed with respect to any Multiemployer Benefit Plan or and any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries other financial information the Company has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Benefit Plan.
Appears in 2 contracts
Samples: Term Loan and Revolving Credit Agreement (Foster Wheeler LTD), Revolving Credit Agreement (Foster Wheeler Corp)
ERISA. (a) Promptly As soon as possible and, in any event, within 10 days after any Credit Party Holdings, the Borrower or any of their respective Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually following, Holdings or in the aggregate would reasonably be expected to result in a Material Adverse Effect, the Borrower will deliver to each of the Agents and each Lender Banks a certificate of an Authorized the Chief Financial Officer of Holdings or the Borrower setting forth details as to such occurrence and the action, if any, that such Credit PartyHoldings, the Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit PartyHoldings, the Borrower, such Subsidiary Subsidiary, the ERISA Affiliate, the PBGC, or ERISA Affiliate (to a Plan participant or the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code or Section 302 of ERISA with respect to a Pension Plan; that a Multiemployer contribution required to be made to a Plan or Foreign Pension Plan has not been timely made; that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code; that proceedings may be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed appoint a trustee to make any required contribution to administer a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that Holdings, the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of their respective Subsidiaries or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will may incur (or has been notified in writing that it will incur) any liability (including any indirect contingent or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA or with respect to a Plan under Section 401(a)(29), 4971 or 4975 of the Code or Section 409 or 502(i) or 502(l) of ERISA; or that there has been a failure to comply with ERISAHoldings, the Code Borrower or any Subsidiary may incur any material unrecognized liability pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other Applicable Law former employees (other than as required by Section 601 of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA). Upon request, Holdings or the Borrower will deliver to each of the Banks a complete copy of the annual report (Form 5500) of each Plan (including to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with respect the Internal Revenue Service. In addition to a Plan.
(b) Promptly following any reasonable request by any Agent thereforcertificates or notices delivered to the Banks pursuant to the first sentence hereof, copies of annual reports, and any documents described in Section 101(k) of ERISA that any Credit Party material notices received by Holdings, the Borrower or any of their respective Subsidiaries has received or any ERISA Affiliate from any governmental agency with respect to any Multiemployer Plan shall be delivered to the Banks no later than 10 days after the date such report has been filed with the Internal Revenue Service or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries such notice has been received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Planby Holdings, the applicable Credit Party Borrower, the Subsidiary or the applicable Subsidiary(ies)ERISA Affiliate, upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planas applicable.
Appears in 2 contracts
Samples: Credit Agreement (R&b Falcon Corp), Credit Agreement (R&b Falcon Corp)
ERISA. (a) Promptly As soon as possible and, in any event, within ten days after the Borrower, any Credit Party Subsidiary of the Borrower or any of their respective Subsidiaries ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower will deliver to each of the Agents and each Lender Banks a certificate of an Authorized Officer the chief financial officer of the Borrower setting forth the full details as to such occurrence and the action, if any, that such Credit Partythe Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect has occurred (except to the extent that the Borrower has previously delivered to the Banks a Pension Plan has occurredcertificate and notices (if any) concerning such event pursuant to the next clause hereof); that a failure contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to satisfy Title IV of ERISA is subject to the minimum advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to occur within the following 30 days; that an accumulated funding standard deficiency, within the meaning of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) , has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code or Section 303 or 304 of ERISA with respect to a Pension Plan; that any contribution required to be made with respect to a Multiemployer Plan has not been timely made; that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability; that proceedings may be or have been instituted to terminate any Pension or appoint a trustee to administer a Plan (including the giving which is subject to Title IV of written notice thereof)ERISA; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of the Borrower or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will may incur (or has been notified in writing that it will incur) any liability (including any indirect, contingent, or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA or with respect to a group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or that the Borrower or any Subsidiary of the Borrower may incur any material liability pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any Plan.
. The Borrower will deliver to each of the Banks (bi) Promptly following any reasonable request by any Agent therefora complete copy of the annual report (on Internal Revenue Service Form 5500-series) of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service and (ii) copies of any records, documents described in Section 101(k) of ERISA or other information that any Credit Party or any of their respective Subsidiaries has received must be furnished to the PBGC with respect to any Multiemployer Plan pursuant to Section 4010 of ERISA. In addition to any certificates or notices delivered to the Banks pursuant to the first sentence hereof, copies of annual reports and any records, documents or other information required to be furnished to the PBGC, and any material notices received by the Borrower, any Subsidiary of the Borrower or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received Affiliate with respect to any Multiemployer Plan; providedPlan shall be delivered to the Banks no later than ten days after the date such report has been filed with the Internal Revenue Service or such records, that if any Credit Party documents and/or information has been furnished to the PBGC or any of their respective Subsidiaries such notice has not requested been received by the Borrower, such documents Subsidiary or notices from the administrator or sponsor of the applicable Multiemployer Plansuch ERISA Affiliate, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planas applicable.
Appears in 2 contracts
Samples: Credit Agreement (Alliance Imaging Inc /De/), Credit Agreement (Alliance Imaging Inc /De/)
ERISA. (a) Promptly after any Credit Party or any of their respective Subsidiaries knows of At the occurrence (or expected occurrence) request of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse EffectBank, the Borrower will deliver to such Bank a complete copy of the Agents and annual report (Form 5500) of each Lender Plan required to be filed with the Internal Revenue Service. In addition to any certificates or notes delivered to the Banks pursuant to this Section 7.08, copies of any notices received by the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate with respect to any Plan shall be delivered to the Banks no later than ten (10) days after the date such notice has been filed with the Internal Revenue Service or the PBGC or such notice has been received by the Borrower or such Subsidiary or such ERISA Affiliate, as applicable.
(b) As soon as possible and, in any event, within ten (10) days after the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following, the Borrower will deliver to each of the Banks a certificate of an Authorized Officer authorized officer of the Borrower setting forth details as to such the occurrence and the such action, if any, that such Credit Partywhich the Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary Subsidiary, such ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: :
(i) that a Reportable Event with respect to a Pension Plan has occurred; ;
(ii) that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code deficiency has been incurred or Section 302 of ERISA (whether any application may be or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; ;
(iii) that a Multiemployer contribution required to be made to a Plan has not been timely made;
(iv) that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; ;
(v) that steps will a Plan has an Unfunded Current Liability giving rise to a Lien under ERISA or the Code;
(vi) that proceedings may be or have been instituted to terminate any Pension Plan or appoint a trustee to administer a Plan;
(including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or vii) that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; ;
(viii) that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of its Subsidiaries or any ERISA Affiliate of its intention will or may incur any liability (including any indirect, contingent or secondary liability) to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 on account of the Code with respect to termination of or withdrawal from a Pension Plan; that any action has occurred Plan under Section 4062, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan which would reasonably be expected to result in under Section 401(a)(29), 4971, 4975, or 4980 of the requirement that any Credit Party furnish a bond Code or other security to the PBGC Sections 409 or such Plan; that any Credit Party, any Subsidiary thereof 502(i) or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur501(1) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.or
(bix) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party the Borrower or any of their respective its Subsidiaries has received with respect may incur any material liability pursuant to any Multiemployer Plan employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any notices described employee pension benefit plan (as defined in Section 101(l3(2) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(iesERISA), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plan.
Appears in 2 contracts
Samples: Credit Agreement (Forest City Enterprises Inc), Credit Agreement (Forest City Enterprises Inc)
ERISA. (a) Promptly As soon as possible and, in any event, within fifteen Business Days after the Borrower, any Credit Party Subsidiary of the Borrower or any of their respective Subsidiaries ERISA Affiliate knows of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower will deliver to each of the Agents and each Lender Banks a certificate of an Authorized the Chief Financial Officer of the Borrower setting forth the full details as to such occurrence and the action, if any, that such Credit Partythe Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy an accumulated funding deficiency, within the minimum funding standard meaning of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) , has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code or Section 303 or 304 of ERISA with respect to a Pension Plan or a Multiemployer Plan; that a contribution for a material amount required to be made with respect to a Plan, a Multiemployer Plan or a Foreign Pension Plan has not been timely made; that a Plan or a Multiemployer Plan has been or is to may be terminatedterminated under Section 4041(c) or 4042 of ERISA, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability; that proceedings may be or have been instituted to terminate any Pension or appoint a trustee to administer a Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or Plan which is subject to Title IV of ERISA; that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of the Borrower or any ERISA Affiliate will or may incur any material liability (including any indirect or secondary liability) to or on account of its intention the termination of or withdrawal from a Plan under Section 4062, 4063, 4064 or 4069 of ERISA or with respect to appoint a trustee to administer any Pension Plan; that any Credit PartyPlan under Section 401(a)(29), any Subsidiary thereof 4971, 4975 or any 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA Affiliate has failed to make a required installment or other payment pursuant to under Section 412 4980B(a) of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incurCode) any liability to or on account under Section 4980B of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan under Sections 4201, 4204 or 4212 of ERISA; or that the Borrower or any Subsidiary of the Borrower may incur any material liability pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any Plan which an is subject to Title IV of ERISA, any Multiemployer Plan or any Foreign Pension Plan. Upon written request of any Agent, the Borrower will deliver to each of the Banks a complete copy of the annual report (on Internal Revenue Service Form 5500-series) of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service or any other material financial information the Borrower or any Subsidiary has with respect to any Plan. In addition to any certificates or notices delivered to the Banks pursuant to the first sentence hereof, copies of any material notices pertaining to the foregoing events received by the Borrower, any Subsidiary of the Borrower or any ERISA Affiliate contributes with respect to any Plan, Multiemployer Plan or Foreign Pension Plan shall be delivered to the Banks no later than ten Business Days after the date such notice has any obligationbeen received by the Borrower, actual the Subsidiary or contingentthe ERISA Affiliate, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planas applicable.
Appears in 2 contracts
Samples: Credit Agreement (Omniquip International Inc), Credit Agreement (Omniquip International Inc)
ERISA. (a) Promptly after any Credit Party or any of their respective Subsidiaries knows of At the occurrence (or expected occurrence) request of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse EffectBank, the Borrower will deliver to such Bank a complete copy of the Agents and annual report (Form 5500) of each Lender Plan required to be filed with the Internal Revenue Service. In addition to any certificates or notes delivered to the Banks pursuant to this Section 7.08, copies of any notices received by, or delivered to the Internal Revenue Service or any other governmental agency by, the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate with respect to any Plan shall be delivered to the Banks no later than ten (10) days after the date such notice has been filed with the Internal Revenue Service or the PBGC or such notice has been received by the Borrower or such Subsidiary or such ERISA Affiliate, as applicable.
(b) As soon as possible and, in any event, within ten (10) days after the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following, the Borrower will deliver to each of the Banks a certificate of an Authorized Officer authorized officer of the Borrower setting forth details as to such the occurrence and the such action, if any, that such Credit Partywhich the Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary Subsidiary, such ERISA Affiliate, the PBGC, any governmental agency, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: :
(i) that a Reportable Event with respect to a Pension Plan has occurred; ;
(ii) that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code deficiency has been incurred or Section 302 of ERISA (whether any application may be or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; ;
(iii) that a Multiemployer contribution required to be made to a Plan has not been timely made;
(iv) that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; ;
(v) that steps will a Plan has an Unfunded Current Liability giving rise to a Lien under ERISA or the Code;
(vi) that proceedings may be or have been instituted to terminate any Pension Plan or appoint a trustee to administer a Plan;
(including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or vii) that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; ;
(viii) that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of its Subsidiaries or any ERISA Affiliate will or may incur any liability (including any indirect, contingent or secondary liability) to or on account of the termination of or withdrawal (including a partial withdrawal) from a Plan under Section 4062, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan under Section 401(a)(29), 4971, 4975, or 4980 of the Code or Sections 409 or 502(i) or 501(1) of ERISA;
(ix) that the Borrower, any of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof Subsidiaries or any ERISA Affiliate has failed may incur any material liability pursuant to make a required installment any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other payment pursuant former employees (other than as required by Section 601 of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA);
(x) with respect to any Multiemployer Plan, the following: (a) the imposition on any of the Borrower, its Subsidiaries, or any ERISA Affiliates of a “withdrawal liability” (as defined in Section 4201 of ERISA), (b) a determination that such Multiemployer Plan is or is expected to be in reorganization (as defined in Section 4241 of ERISA), endangered, or critical status (under Section 305 of ERISA), in circumstances that could reasonably be expected to result in material liability to the Borrower, its Subsidiaries, or any ERISA Affiliate, (c) the termination of such Multiemployer Plan, (d) liability incurred or expected to be incurred by the Borrower, its Subsidiaries, or any ERISA Affiliates in connection with an event described in this subsection or the withdrawal by any of them from such Multiemployer Plan during a plan year;
(xi) that a Plan has engaged in a non-exempt prohibited transaction within the meaning of Section 4975 of the Code or Section 406 of ERISA;
(xii) that the Borrower, its Subsidiaries, or any ERISA Affiliate adopts or commences contributions to any Plan;
(xiii) that the Borrower, its Subsidiaries, or any ERISA Affiliate adopts any amendment to a Plan subject to Section 412 of the Code with respect to which results in a Pension Planmaterial increase in contribution obligations of the Borrower, its Subsidiaries, or any ERISA Affiliate; or
(xiv) that any action has occurred with respect to a Plan which would other event or condition may occur that might reasonably be expected to result in constitute grounds under Section 4042 of ERISA for the requirement that any Credit Party furnish termination of, or for the appointment of a bond or other security trustee to the PBGC or such Plan; that any Credit Partyadminister, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make other than a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planstandard termination.
Appears in 2 contracts
Samples: Credit Agreement (Forest City Enterprises Inc), Credit Agreement (Forest City Enterprises Inc)
ERISA. (a) Promptly As soon as possible and, in any event, within 10 days after any Credit Party Holdings or any Subsidiary of their respective Subsidiaries Holdings or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events to the extent that individually one or in the aggregate would more of such events is reasonably be expected likely to result in a Material Adverse Effectmaterial liability to Holdings or any Subsidiary of Holdings, the Borrower Holdings will deliver to each of the Agents and each Lender Banks a certificate of an the chief financial officer or other Authorized Officer of the Borrower Holdings setting forth details as to such occurrence and the action, if any, that such Credit Partywhich Holdings, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit PartyHoldings, such Subsidiary Subsidiary, such ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; , that a failure to satisfy the minimum funding standard of contributing sponsor (as defined in Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c4001(a)(13) of ERISA) has occurred of a Plan subject to Title IV of ERISA is subject to the advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably likely expected to occur) occur with respect to a Pension such Plan within the following 30 days, that an accumulated funding deficiency has been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer contribution required to be made to a Plan or Foreign Pension Plan has not been timely made; that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code; that proceedings may be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof)or appoint a trustee to administer a Plan; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyHoldings, any Subsidiary thereof of Holdings or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will may incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA or with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409, 502(i) or 502(l) of ERISA; or that there Holdings or any Subsidiary of Holdings has been a failure or may incur any liability under any employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) that provides benefits to comply with ERISA, the Code retired employees or other Applicable Law former employees (other than as required by Section 601 of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA). At the request of any Bank, Holdings will deliver to such Bank a complete copy of the annual report (Form 5500) of each Plan required to be filed with respect to a Plan.
(b) Promptly following the Internal Revenue Service. In addition, at the request of any reasonable request by any Agent thereforBank, copies of annual reports and any documents described in Section 101(k) of ERISA that any Credit Party notices received by Holdings or any Subsidiary of their respective Subsidiaries has received Holdings or any ERISA Affiliate with respect to any Multiemployer Plan or Foreign Pension Plan shall be delivered to such Bank no later than 10 days after the date of any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planrequest.
Appears in 2 contracts
Samples: Credit Agreement (Nutraceutical International Corp), Credit Agreement (Nutraceutical International Corp)
ERISA. (a) Promptly As soon as possible and, in any event, within 10 days after any Credit Party Holdings or any of their respective Subsidiaries Subsidiary knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower Holdings will deliver to each of the Agents and each Lender Banks a certificate of an Authorized Officer the Chief Financial Officer, Treasurer or Controller of the Borrower Holdings setting forth details as to such occurrence and the action, if any, that such Credit Partywhich Holdings, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit PartyHoldings, such Subsidiary Subsidiary, such ERISA Affiliate, the PBGC, a Plan participant (other than notices relating to an individual participant's benefits) or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; , that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; , that a Multiemployer Plan which has an Unfunded Current Liability has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; , that steps will a Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code, that proceedings may be or have been instituted to terminate any Pension a Plan (including the giving of written notice thereof); that any Credit Partywhich has an Unfunded Current Liability, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; , or that the PBGC has notified any Credit PartyHoldings, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will may incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201 or 4201 4204 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
Plan under Section 4971 or 4975 of the Code or Section 409 or 502(i) or 502(l) of ERISA. Upon request of a Bank, Holdings will deliver to such Bank a complete copy of the annual report (bForm 5500) Promptly following of each Plan required to be filed with the Internal Revenue Service. In addition to any reasonable request by any Agent thereforcertificates or notices delivered to the Banks pursuant to the first sentence hereof, copies of any documents described in Section 101(k) of ERISA that any Credit Party notices received by Holdings or any of their respective Subsidiaries has received with respect Subsidiary shall be delivered to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor Banks no later than 10 days after the later of the applicable Multiemployer Plan, date such notice has been filed with the applicable Credit Party Internal Revenue Service or the applicable Subsidiary(ies)PBGC, upon the request therefor by any Agent, shall promptly make a request for such documents or given to Plan participants (other than notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply relating to all documents and notices described in Section 101(kan individual participant's benefits) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes received by Holdings or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer PlanSubsidiary.
Appears in 2 contracts
Samples: Credit Agreement (RJR Nabisco Inc), Credit Agreement (Nabisco Inc)
ERISA. (a) Promptly As soon as possible and, in any event, within 10 days after any Credit Party the Borrower or any Subsidiary of their respective Subsidiaries the Borrower or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events to the extent that individually one or in the aggregate would more of such events is reasonably be expected likely to result in a Material Adverse Effectmaterial liability to the Borrower or any Subsidiary of the Borrower, the Borrower will deliver to each of the Agents and each Lender Banks a certificate of an the chief financial officer or other Authorized Officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Partywhich the Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary Subsidiary, such ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; , that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer contribution required to be made to a Plan or Foreign Pension Plan has not been timely made; that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code; that proceedings may be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof)or appoint a trustee to administer a Plan; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of the Borrower or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will may incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA or with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409, 502(i) or 502(l) of ERISA; or that there the Borrower or any Subsidiary of the Borrower has been a failure or may incur any liability under any employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) that provides benefits to comply with retired employees or other former employees (other than as required by Section 601 of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA). At the request of any Bank, the Code or other Applicable Law Borrower will deliver to such Bank a complete copy of the annual report (Form 5500) of each Plan required to be filed with respect to a Plan.
(b) Promptly following the Internal Revenue Service. In addition, at the request of any reasonable request by any Agent thereforBank, copies of annual reports and any documents described in Section 101(k) of ERISA that any Credit Party notices received by the Borrower or any Subsidiary of their respective Subsidiaries has received the Borrower or any ERISA Affiliate with respect to any Multiemployer Plan or Foreign Pension Plan shall be delivered to such Bank no later than 10 days after the date of any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planrequest.
Appears in 2 contracts
Samples: Credit Agreement (Therma Wave Inc), Credit Agreement (Therma Wave Inc)
ERISA. As soon as possible and, in any event, within (a10) Promptly days after a Borrower, any Credit Party of its Subsidiaries or any of their respective Subsidiaries its ERISA Affiliates knows of the occurrence (or expected occurrence) of has reason to know that any of the following events that individually or in conditions specified below with respect to any Plan or Multiemployer Plan have occurred or exist, a statement signed by the aggregate would reasonably be expected to result in a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender a certificate chief financial officer of an Authorized Officer of the such Borrower setting forth details as to respecting such occurrence event or condition and the action, action if any, that such Credit PartyBorrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together take with respect thereto (and a copy of any notices (required, proposed report or otherwise) given notice required to or be filed with or given to PBGC by such Credit PartyBorrower, such Subsidiary or such ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard such event or condition):
(i) any reportable event, as defined in subsections (c)(1), (2), (5) and (6), and subsection (d)(2) of Section 412 of the Code or Section 302 4043 of ERISA (whether or not waived in accordance with Section 412(c) of and the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminatedregulations issued thereunder, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.;
(bii) Promptly following any reasonable request by any Agent therefor, copies of any documents described in the filing under Section 101(k4041(c) of ERISA that of a notice of intent to terminate any Credit Party Plan under a distress termination or the distress termination of any Plan;
(iii) the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by a Borrower, any of its Subsidiaries or any of their respective Subsidiaries its ERISA Affiliates of a notice from a Multiemployer Plan that such action has received been taken by PBGC with respect to such Multiemployer Plan;
(iv) the receipt by a Borrower, any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party its Subsidiaries or any of their respective its ERISA Affiliates of notice from a Multiemployer Plan that a Borrower, any of its Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries its ERISA Affiliates has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in incurred withdrawal liability under Section 101(k) or 101(l) 4201 of ERISA with respect to a in excess of $10,000,000 or that such Multiemployer Plan is in reorganization or insolvency pursuant to which an Section 4241 or 4245 of ERISA Affiliate contributes or that it intends to terminate or has terminated under Section 4041A of ERISA whereby a deficiency or additional assessment is levied or threatened to be levied against a Borrower, any obligation, actual or contingent, to make any contribution or payment, if any Credit Party of its Subsidiaries or any of their respective its ERISA Affiliates; and
(v) the institution of a proceeding by a fiduciary of any Plan or Multiemployer Plan against a Borrower, any of its Subsidiaries would reasonably be expected or any of its ERISA Affiliates to result in a Material Adverse Effect under such Multiemployer Planenforce Section 515 or 4219(c)(5) of ERISA, which proceeding is not dismissed within 30 days.
Appears in 2 contracts
Samples: Credit Agreement (Partnerre LTD), Credit Agreement (Partnerre LTD)
ERISA. (a) Promptly after any Credit Party or any of their respective Subsidiaries knows of the occurrence (or expected occurrence) of any of Xxxxxx shall deliver to Lender, at Xxxxxx’x expense, the following events information as and when provided below:
(i) as soon as possible, and in any event within twenty (20) days after Xxxxxx or an ERISA Affiliate of Xxxxxx knows or has reason to know that individually or in the aggregate would reasonably be expected to result in a Material Adverse EffectTermination Event has occurred, the Borrower will deliver to the Agents and each Lender a certificate written statement of an Authorized Officer of the Borrower setting forth details as to Xxxxxx describing such occurrence Termination Event and the action, if any, that which Xxxxxx or such Credit PartyERISA Affiliate of Xxxxxx has taken, such Subsidiary is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the Internal Revenue Service (“IRS”), the Department of Labor (“DOL”) or PBGC with respect thereto;
(ii) as soon as possible, and in any event within thirty (30) days, after Xxxxxx or an ERISA Affiliate is required of Xxxxxx knows or proposes has reason to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: know that a Reportable Event prohibited transaction (defined in Section 406 of ERISA and Section 4975 of the Internal Revenue code) has occurred, a statement of an Authorized Officer of Xxxxxx describing such transaction;
(iii) promptly after the filing thereof with the DOL, IRS or PBGC, copies of each annual report, including Schedule B thereto, filed with respect to each Pension Plan;
(iv) promptly after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Pension Plan and all communications received by Xxxxxx or any ERISA Affiliate of Xxxxxx with respect to such request;
(v) promptly upon the occurrence thereof, notification of any increases in the benefits of any existing Pension Plan or the establishment of any new Pension Plan or the commencement of contributions to any Pension Plan to which Xxxxxx or any ERISA Affiliate of Xxxxxx was not previously contributing;
(vi) promptly upon, and in any event within ten (10) Business Days after, receipt by Xxxxxx or an ERISA Affiliate of Xxxxxx of the PBGC’s intention to terminate a Pension Plan has occurredor to have a trustee appointed to administer a Pension Plan, copies of each such notice;
(vii) promptly upon, and in any event within ten (10) Business Days after, receipt by Xxxxxx or an ERISA Affiliate of Xxxxxx of an unfavorable determination letter from the IRS regarding the qualification of a Pension Plan under Section 401(a) of the Internal Revenue Code, copies of such letter;
(viii) promptly upon, and in any event within ten (10) Business Days after receipt by Xxxxxx or an ERISA Affiliate of Xxxxxx of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of such notice; that and (ix) promptly upon, and in any event within twenty (20) Business Days after either Xxxxxx or an ERISA Affiliate of Xxxxxx fails to make a failure to satisfy the minimum funding standard required installment under subsection (m) of Section 412 of the Code or any other payment required under Section 302 412 on or before the due date for such installment or payment, a notification of such failure. Xxxxxx shall, and shall cause each of its ERISA Affiliates to, (a) keep in full force and effect any Pension Plans that are presently in existence or may, from time to time, come into existence, (b) make contributions to all Pension Plans in a timely manner and in a sufficient amount to comply with the requirements of the Pension Plans, the Code and ERISA, (c) comply with all requirements of ERISA and the Code which relate to all Pension Plans, and (whether d) notify Lender immediately upon receipt by Xxxxxx or not waived in accordance with Section 412(c) any of its ERISA Affiliates of any notice of the Code institution of any proceeding or Section 302(c) other action which may result in the termination of ERISA) has occurred (or is reasonably likely to occur) with respect to a any Pension Plan or an application is where there may constitute a Termination Event. Xxxxxx shall, and shall cause each of its ERISA Affiliates to, make any and all payments to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof Xxxxxx or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed may be required to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that under any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect agreement relating to any Multiemployer Plan or any notices described law pertaining thereto, except for any such payments being contested in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor good faith by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planappropriate proceedings.
Appears in 2 contracts
Samples: Credit Agreement (Lawson Products Inc/New/De/), Credit Agreement (Lawson Products Inc/New/De/)
ERISA. (ai) Promptly As soon as practicable and in any event within ten (10) days after any Credit Party the Company or any of their respective its Subsidiaries or ERISA Affiliates knows of the occurrence (or expected occurrence) of has reason to know that a Reportable Event has occurred with respect to any of the following events that individually Plan, deliver, or in the aggregate would reasonably be expected cause such Subsidiary or ERISA Affiliate to result in a Material Adverse Effectdeliver, the Borrower will deliver to the Agents and each Lender Agent a certificate of an Authorized Officer a responsible officer of the Borrower Company or such Subsidiary or ERISA Affiliate, as the case may be, setting forth the details as to of such occurrence Reportable Event and the action, if any, that such Credit Party, which the Company or such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given; (required, proposed ii) as soon as possible and in any event within ten (10) days after the Company or otherwise) given to or filed with or by such Credit Party, such Subsidiary any of its Subsidiaries or ERISA Affiliate (Affiliates knows or has reason to the extent reasonably obtainable by a Credit Party) with respect thereto: know that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 any of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) following has occurred (or is reasonably likely to occur) occur with respect to any Plan: (A) such Plan has been or may be terminated, reorganized, petitioned or declared insolvent under Title IV of ERISA, (B) the Plan Sponsor intends to terminate such Plan, (C) the PBGC has instituted or will institute proceedings under Section 515 of ERISA to collect a Pension delinquent contribution to such Plan or under Section 4042 of ERISA to terminate such Plan, (D) that an accumulated funding deficiency has been incurred or that on application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an on extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; Code, (E) that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer PlanCompany, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof of the Company or any ERISA Affiliate of its intention to appoint a trustee to administer will or may incur any Pension Plan; that any Credit Partymaterial liability (including, any Subsidiary thereof but not limited to, contingent or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan under Section 401(a)(29), 4971, 4975 or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 4980 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law Section 409 or 502(1) of ERISA, or (F) the Company or any Subsidiary of the Company has or may incur any material liability with respect to the establishment of a Plan.
new Plan on or after the Closing Date, deliver, or cause such Subsidiary or ERISA Affiliate to deliver, to Agent a written notice thereof; and (biii) Promptly following as soon as possible and in any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party event within thirty days after the Company or any of their respective its Subsidiaries or ERISA Affiliates knows or has received with respect reason to any Multiemployer Plan or any notices described in Section 101(l) of ERISA know that any Credit Party of them has caused a complete withdrawal or any partial withdrawal (within the meaning of their respective Subsidiaries has received with respect to Sections 4203 and 4205, respectively, of ERISA) from any Multiemployer Plan; provided, that if any Credit Party deliver, or any of their respective Subsidiaries has not requested cause such documents Subsidiary or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingentto deliver, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in Agent a Material Adverse Effect under such Multiemployer Planwritten notice thereof.
Appears in 2 contracts
Samples: Credit Agreement (Glatfelter P H Co), Credit Agreement (Glatfelter P H Co)
ERISA. (a) Promptly after any Credit Party or any of their respective Subsidiaries knows of At the occurrence (or expected occurrence) request of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse EffectBank, the Borrower will deliver to such Bank a complete copy of the Agents and annual report (Form 5500) of each Lender Plan required to be filed with the Internal Revenue Service. In addition to any certificates or notes delivered to the Banks pursuant to this Section 7.08, copies of any notices received by the Borrower or any Subsidiary of the Borrower or any ERISA Affiliate with respect to any Plan shall be delivered to the Banks no later than ten (10) days after the date such notice has been filed with the Internal Revenue Service or the PBGC or such notice has been received by the Borrower or such Subsidiary or such ERISA Affiliate, as applicable.
(b) As soon as possible and, in any event, within ten (10) days after the Borrower, any of its Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence of any of the following, the Borrower will deliver to each of the Banks a certificate of an Authorized Officer authorized officer of the Borrower setting forth details as to such the occurrence and the such action, if any, that such Credit Partywhich the Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes proposed to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary Subsidiary, such ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: :
(i) that a Reportable Event with respect to a Pension Plan has occurred; ;
(ii) that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code deficiency has been incurred or Section 302 of ERISA (whether any application may be or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; ;
(iii) that a Multiemployer contribution required to be made to a Plan has not been timely made;
(iv) that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; ;
(v) that steps will a Plan has an Unfunded Current Liability giving rise to a Lien under ERISA or the Code;
(vi) that proceedings may be or have been instituted to terminate any Pension Plan or appoint a trustee to administer a Plan;
(including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or vii) that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; ;
(viii) that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of its Subsidiaries or any ERISA Affiliate of its intention will or may incur any liability (including any indirect, contingent or secondary liability) to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 on account of the Code with respect to termination of or withdrawal from a Pension Plan; that any action has occurred Plan under Section 4062, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan which would reasonably be expected to result in under Section 401(a)(29), 4971, 4975, or 4980 of the requirement that any Credit Party furnish a bond Code or other security to the PBGC Sections 409 or such Plan; that any Credit Party, any Subsidiary thereof 502(i) or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur501(1) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.or
(bix) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party the Borrower or any of their respective its Subsidiaries has received with respect may incur any material liability pursuant to any Multiemployer Plan employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any notices described employee pension benefit plan (as defined in Section 101(l3(2) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(iesERISA), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plan.
Appears in 2 contracts
Samples: Credit Agreement (Forest City Enterprises Inc), Credit Agreement (Forest City Enterprises Inc)
ERISA. As soon as possible and, in any event, within ten (a10) Promptly days after Holdings, any Credit Party Subsidiary of Holdings or any of their respective Subsidiaries ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower will deliver to each of the Agents and each Lender Lenders a certificate of an Authorized Officer the chief financial officer of the Borrower setting forth the full details as to such occurrence and the action, if any, that such Credit PartyHoldings, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit PartyHoldings, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable or with any government agency, or a Plan participant and any notices received by such Credit Party or ERISA Affiliate from any government agency, or a Credit Party) Plan participant with respect thereto: that a Reportable Event any contribution required to be made with respect to a Plan or Foreign Pension Plan has occurrednot been timely made; or that Holdings or any Subsidiary of Holdings may incur any material liability pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any Plan or any Foreign Pension Plan, or with respect to a failure to satisfy the minimum funding standard group health plan (as defined in Section 607(1) of ERISA, Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c4980B(g)(2) of the Code or 45 Code of Federal Regulations Section 302(c160.103) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 4980B of the Code with respect and/or the Health Insurance Portability and Accountability Act of 1996. Upon request by the Administrative Agent or any Lender, the Borrower will deliver to the Administrative Agent or each such Lender, as the case may be, a Pension Plan; that a Multiemployer complete copy of the annual report (on IRS Form 5500-series) of each Plan has been or is (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including filed with the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyIRS and all communications received by Holdings, any Subsidiary thereof of Holdings or any ERISA Affiliate from the IRS or any other government agency with respect to each Plan of its intention to appoint a trustee to administer any Pension Plan; that any Credit PartyHoldings, any Subsidiary thereof of Holdings or any ERISA Affiliate. In addition to any certificates or notices delivered to the Lenders pursuant to the first sentence hereof, copies of any records, documents or other information required to be furnished to any government agency, and any notices received by Holdings, any Subsidiary of Holdings or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or Foreign Pension Plan from any notices described government or governmental agency shall be delivered to the Lenders no later than ten (10) days after the date such records, documents and/or information has been furnished to any government agency or such notice has been received by Holdings, such Subsidiary or the ERISA Affiliate, as applicable. Holdings and each of its applicable Subsidiaries shall ensure that all Foreign Pension Plans administered by it obtain or retain (as applicable) registered status under and as required by applicable law and are administered in Section 101(l) of ERISA that any Credit Party or a timely manner in all respects in compliance with all applicable laws except where the failure to do any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has the foregoing would not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would be reasonably be expected likely to result in a Material Adverse Effect under such Multiemployer PlanEffect.
Appears in 2 contracts
Samples: Priority Credit Agreement (Trico Marine Services Inc), Credit Agreement and Forbearance Agreement (Trico Marine Services Inc)
ERISA. (ai) Promptly As soon as practicable and in any event within ten (10) days after any Credit Party the Borrower or any of their respective its Subsidiaries or ERISA Affiliates knows of the occurrence (or expected occurrence) of has reason to know that a Reportable Event has occurred with respect to any of the following events that individually Plan, deliver, or in the aggregate would reasonably be expected cause such Subsidiary or ERISA Affiliate to result in a Material Adverse Effectdeliver, the Borrower will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized a Responsible Officer of the Borrower or such Subsidiary or ERISA Affiliate, as the case may be, setting forth the details as to of such occurrence Reportable Event and the action, if any, that such Credit Party, which the Borrower or such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given; (requiredii) upon the request of any Lender made from time to time, proposed deliver, or otherwise) given to or filed with or by such Credit Party, such cause each Subsidiary or ERISA Affiliate (to deliver, to each Lender a copy of the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event most recent actuarial report and annual report completed with respect to a Pension Plan any Plan; (iii) as soon as possible and in any event within ten (10) days after the Borrower or any of its Subsidiaries or ERISA Affiliates knows or has occurred; reason to know that a failure to satisfy the minimum funding standard of Section 412 any of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has following have occurred (or is reasonably likely to occur) occur with respect to any Plan: (A) such Plan has been terminated, reorganized, petitioned or declared insolvent under Title IV of ERISA, (B) the Plan Sponsor intends to terminate such Plan under Section 4041(b) or (c), (C) the PBGC has instituted or will institute proceedings under Section 515 of ERISA to collect a Pension delinquent contribution to such Plan or under Section 4042 of ERISA to terminate such Plan, (D) that an accumulated funding deficiency has been incurred or that an application is to be has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer PlanCode, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; (E) that the PBGC has notified any Credit PartyBorrower, or any Subsidiary thereof of the Borrower or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur any material liability (including, but not limited to, contingent or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan under Section 401(a)(29), 4971 or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 4975 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k409 or 502(1) of ERISA, deliver, or cause such Subsidiary or ERISA that Affiliate to deliver, to the Administrative Agent a written notice thereof; and (iv) as soon as possible and in any Credit Party event within thirty (30) days after the Borrower or any of their respective its Subsidiaries or ERISA Affiliates knows or has received with respect reason to any Multiemployer Plan or any notices described in Section 101(l) of ERISA know that any Credit Party of them has caused a complete withdrawal or any partial withdrawal (within the meaning of their respective Subsidiaries has received with respect to Sections 4203 and 4205, respectively, of ERISA) from any Multiemployer Plan; provided, that if deliver, or cause such Subsidiary or ERISA Affiliate to deliver, to the Administrative Agent a written notice thereof. For purposes of this Section 7.7, the Borrower shall be deemed to have knowledge of all facts known by the Plan Administrator of any Credit Party or any Plan of their respective Subsidiaries has not requested such documents or notices from which the administrator or sponsor Borrower is the Plan Sponsor, and each Subsidiary and ERISA Affiliate of the applicable Multiemployer PlanBorrower shall be deemed to have knowledge of all facts known by the Plan Administrator of any Plan of which such Subsidiary or ERISA Affiliate, respectively, is a Plan Sponsor. In addition to its other obligations set forth in this Article VII, the applicable Credit Party or the applicable Subsidiary(ies)Borrower shall, upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies cause each of such documents its Subsidiaries and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plan.Affiliates to:
Appears in 2 contracts
Samples: Credit Agreement (Huntsman CORP), Credit Agreement (Huntsman International LLC)
ERISA. (a) Promptly As soon as possible and, in any event, within 10 Business Days after any Credit Party or any of their respective Subsidiaries Weyerhaeuser knows of the occurrence (or expected occurrence) of any of the following events that which individually or in the aggregate would could reasonably be expected to result in have a Material Adverse Effect, the Borrower Weyerhaeuser will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized the Financial Officer of the Borrower Weyerhaeuser setting forth details as to such occurrence and the such action, if any, that such Credit Party, such Subsidiary which Weyerhaeuser or an ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by Weyerhaeuser or such Credit PartyERISA Affiliate, such Subsidiary the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: (a) that a Reportable Event with respect to has occurred, (b) that a Pension Plan has occurred; that a failure failed to satisfy the minimum funding standard standards (within the meaning of Section 412 of the Code or Section 302 of ERISA (ERISA) applicable to such Plan, whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan waived, or an application is to be has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 412, 430 or 430 431 of the Code Code, as applicable with respect to a Pension Plan; , (c) that a Multiemployer Plan has been or is to be in the process of being terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; , (d) that steps will be or a Plan has an Unfunded Current Liability, (e) that proceedings have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or (f) that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; , or (g) that the PBGC has notified any Credit Party, any Subsidiary thereof Weyerhaeuser or any ERISA Affiliate of its intention will or is reasonably likely to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201 or 4201 4204 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
Plan under Section 4975 of the Code or Section 409, 502(i) or 502(l) of ERISA. Weyerhaeuser will, upon written request, deliver to the Administrative Agent a complete copy of the annual report (bForm 5500) Promptly following of each Plan required to be filed with the Internal Revenue Service. In addition to any reasonable request by any certificates or notices delivered to the Administrative Agent thereforpursuant to the first sentence hereof, copies of annual reports and any documents described in Section 101(k) of ERISA that any Credit Party other notices received by Weyerhaeuser or any of their respective Subsidiaries has received with respect ERISA Affiliate required to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect be delivered to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor Administrative Agent hereunder shall be delivered to the Administrative Agent no later than 10 Business Days after the later of the applicable Multiemployer Plan, date such report or notice has been filed with the applicable Credit Party Internal Revenue Service or the applicable Subsidiary(ies)PBGC, upon the request therefor given to Plan participants, received by any Agent, shall promptly make a request for Weyerhaeuser or such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result requested in a Material Adverse Effect under such Multiemployer Planwriting by the Administrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Weyerhaeuser Co), Revolving Credit Facility Agreement (Weyerhaeuser Co)
ERISA. (a) Promptly Comply in all material respects with the applicable provisions of ERISA and (b) furnish to the Administrative Agent and each Lender (i) as soon as possible, and in any event within 30 days after any Credit Party Responsible Officer of the Borrower or any of their respective Subsidiaries ERISA Affiliate either knows of the occurrence (or expected occurrence) of has reason to know that any of the following events Reportable Event has occurred that individually alone or in the aggregate would together with any other Reportable Event could reasonably be expected to result in a Material Adverse Effect, liability of the Borrower will deliver to the Agents and each Lender or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, a certificate statement of an Authorized a Financial Officer of the Borrower setting forth details as to such occurrence Reportable Event and the actionaction proposed to be taken with respect thereto, together with a copy of the notice, if any, that of such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) Reportable Event given to or filed with or by such Credit Partythe PBGC, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by ii) promptly after receipt thereof, a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension copy of any amortization period under Section 412 or 430 of notice the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof Borrower or any ERISA Affiliate may receive from the PBGC relating to the funded status of its any Plan or to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a trustee to administer any Pension Plan; that any Credit PartyPlan or Plans, any Subsidiary thereof or any ERISA Affiliate has failed (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
, a statement of a Financial Officer of the Borrower setting forth details as to such failure and the action proposed to be taken with respect thereto, together with a copy of such notice given to the PBGC and (biv) Promptly following promptly and in any reasonable request event within 30 days after receipt thereof by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party the Borrower or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices Affiliate from the administrator or sponsor of the applicable a Multiemployer Plan, a copy of each notice received by the applicable Credit Party Borrower or any ERISA Affiliate concerning (A) the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make imposition of Withdrawal Liability in excess of $5,000,000 or (B) a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, determination that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes is, or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be is expected to result be, terminated or in a Material Adverse Effect under such Multiemployer Planreorganization, in each case within the meaning of Title IV of ERISA.
Appears in 2 contracts
Samples: Senior Unsecured Credit Agreement (Choice Hotels International Inc /De), Senior Secured Credit Agreement (Choice Hotels International Inc /De)
ERISA. As soon as possible and, in any event, within fifteen (a15) Promptly days after any Credit Party Communications, the Borrower or any of their respective the Borrower's Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected relating to result in a Material Adverse EffectPlan, the Borrower will deliver to each of the Agents and each Lender Banks a certificate of an Authorized Officer the chief financial officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit PartyCommunications, the Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) required to be given to or filed with or by such Credit PartyCommunications, the Borrower, such Subsidiary Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event has occurred (other than with respect to a Pension Plan has occurred; that which is a failure Multiemployer Plan) which could reasonably be expected to satisfy result in material liability of Communications, the minimum funding standard of Section 412 Borrower, any of the Code Borrower's Subsidiaries or Section 302 of any ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) Affiliate; that, with respect to a Pension Plan Plan, an accumulated funding deficiency has been incurred or an application is to will be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code or Section 302 of ERISA with respect to a Pension Plan; that a contribution required to be made to a Plan or Foreign Pension Plan by Communications, the Borrower, any of the Borrower's Subsidiaries or any ERISA Affiliate has not been timely made; that a Plan has been or is reasonably expected to be terminated; that a Plan that is a Multiemployer Plan has been or is reasonably expected to be terminatedreorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan, which is not a Multiemployer Plan, has an Unfunded Current Liability giving rise to a lien under ERISA or the Code; that proceedings may be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof)a Plan; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that of Communications, the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of the Borrower's Subsidiaries or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; or that any Credit PartyCommunications, the Borrower, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment will or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would is reasonably be expected to result in the requirement that incur any Credit Party furnish a bond material liability (including any contingent or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA or with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA; or that there has been a failure to comply with ERISACommunications, the Code Borrower or any Subsidiary may incur any material liability pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other Applicable Law former employees (other than as required by Section 601 of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA) as a result of the adoption or amendment of any such plan. Upon the request of the Administrative Agent, Communications will deliver to each of the Banks a complete copy of the annual report (Form 5500) of each Plan required to be filed with respect the Internal Revenue Service. In addition to a Plan.
(b) Promptly following any reasonable request by any Agent thereforcertificates or notices delivered to the Banks pursuant to the first sentence hereof, copies of any documents described in Section 101(k) material notices received by Communications, the Borrower, any Subsidiary of ERISA that any Credit Party Communications or the Borrower or any of their respective Subsidiaries has received ERISA Affiliate with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries Foreign Pension Plan shall be delivered to the Banks no later than 15 Business Days after the date such notice has been received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Planby Communications, the applicable Credit Party Borrower or such Subsidiary or the applicable Subsidiary(ies)ERISA Affiliate, upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planas applicable.
Appears in 2 contracts
Samples: Term Loan Agreement (Acg Holdings Inc), Term Loan Agreement (Sullivan Graphics Inc)
ERISA. The Borrower shall, and shall cause each Significant Subsidiary to, comply in all material respects with the applicable provisions of ERISA, and the Borrower shall furnish to the Administrative Agent, each Lender and each Issuing Bank (a) Promptly as soon as possible, and in any event within 30 days after any Credit Party Responsible Officer of the Borrower or any of their respective Subsidiaries ERISA Affiliate either knows of the occurrence (or expected occurrence) of has reason to know that any of the following events Reportable Event has occurred that individually alone or in the aggregate would together with any other Reportable Event could reasonably be expected to result in a Material Adverse Effect, liability of the Borrower will deliver to the Agents and each Lender PBGC in an aggregate amount exceeding $25,000,000, a certificate statement of an Authorized a Financial Officer of the Borrower setting forth details as to such occurrence Reportable Event and the actionaction proposed to be taken with respect thereto, together with a copy of the notice, if any, that of such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) Reportable Event given to or filed with or by such Credit Partythe PBGC, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Partyb) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 as soon as possible, and in any event within 30 days after any Responsible Officer of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof Borrower or any ERISA Affiliate either knows or has reason to know that the value of its the assets of any Plan is less than 80% of the “funding target” (as defined in Code Section 430(d)(1)) of such Plan as of the last annual valuation date applicable thereto, a statement of a Financial Officer of the Borrower setting forth details as to such event, (c) promptly after receipt thereof, a copy of any notice the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof Plan or any ERISA Affiliate has failed Plans and (d) within 10 days after the due date for filing with the PBGC pursuant to Section 430(k) of the Code of a notice of failure to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies a statement of any documents described in Section 101(k) a Financial Officer of ERISA that any Credit Party or any of their respective Subsidiaries has received the Borrower setting forth details as to such failure and the action proposed to be taken with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received thereto, together with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies copy of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply notice given to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planthe PBGC.
Appears in 2 contracts
Samples: Credit Agreement (Avista Corp), Credit Agreement (Avista Corp)
ERISA. (a) Promptly Pay and discharge promptly any liability imposed upon it pursuant to the provisions of Title IV of ERISA; provided, however, that neither the Borrower nor any ERISA Affiliate shall be required to pay any such liability if (i) the amount, applicability or validity thereof shall be diligently contested in good faith by appropriate proceedings, and (ii) such Person shall have set aside on its books reserves which, in the opinion of a Responsible Officer of such Person, are adequate with respect thereto.
(b) Deliver to the Agent, promptly, and in any event within thirty (30) days, after any Credit Party or any of their respective Subsidiaries knows (i) the Borrower becomes aware of the occurrence (or expected occurrence) of any Reportable Event, a copy of the following events materials that individually are filed with the PBGC, or in the aggregate materials that would have been required to be filed if the thirty-day notice requirement to the PBGC was not waived, (ii) the Borrower or any ERISA Affiliate or an administrator of any Pension Plan files with participants, beneficiaries or the PBGC a notice of intent to terminate any such Plan, a copy of any such notice, (iii) the Borrower or any ERISA Affiliate or an administrator of any Pension Plan receives notice from the PBGC of the PBGC's intention to terminate any Pension Plan or to appoint a trustee to administer any such Plan, a copy of such notice, (iv) the Borrower or any ERISA Affiliate knows of any event or condition which could reasonably be expected to result in constitute grounds under the provisions of Section 4042 of ERISA for the termination of (or the appointment of a Material Adverse Effecttrustee to administer) any Pension Plan, an explanation of such event or condition, (v) the receipt by the Borrower will deliver or any ERISA Affiliate receives an assessment of withdrawal liability under Section 4201 of ERISA from a Multiemployer Plan, a copy of such assessment, (vi) the Borrower or any ERISA Affiliate knows of any event or condition which could reasonably be expected to the Agents and each Lender cause any one of them to incur a certificate liability under Section 4062, 4063, 4064 or 4069 of an Authorized Officer ERISA or Section 412(n) or 4971 of the Code, an explanation of such event or condition, and (vii) the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Party, such Subsidiary or an any ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: knows that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be be, or has been, made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension under the provisions of any amortization period under Section 412 or 430 of the Code Code, a copy of such application, and in each case described in clauses (i) through (iii) and clauses (iv) through (vi) together with a statement signed by a Responsible Officer setting forth details as to such Reportable Event, notice, event or condition and the action which the Borrower or such ERISA Affiliate proposes to take with respect thereto; provided, however, that the Borrower shall not have any reporting obligation under this Section 5.07 with respect to a Pension Plan; that a Multiemployer Plan has been any Reportable Event, notice, event or is to be terminatedcondition which, partitioned when taken together with all other Reportable Events, notices, events or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including conditions, could subject the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof Borrower or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Partytaxes, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment penalties or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan liabilities which would could not reasonably be expected to result in have a material adverse effect on the requirement that any Credit Party furnish a bond or other security to financial condition of the PBGC or such Plan; that any Credit Party, any Subsidiary thereof Borrower or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a PlanAffiliate.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plan.
Appears in 2 contracts
Samples: Credit Agreement (Ace Cash Express Inc/Tx), Credit Agreement (Ace Cash Express Inc/Tx)
ERISA. (a) Promptly Comply in all material respects with the applicable provisions of ERISA and (b) furnish to the Administrative Agent and each Bank (i) as soon as possible, and in any event within 30 days after any Credit Party Responsible Officer of the Company or any of their respective Subsidiaries ERISA Affiliate either knows of the occurrence (or expected occurrence) of has reason to know that any of the following events Reportable Event has occurred that individually alone or in the aggregate would together with any other Reportable Event could reasonably be expected to result in a Material Adverse Effect, liability of the Borrower will deliver Company to the Agents and each Lender PBGC in an aggregate amount exceeding $5,000,000, a certificate statement of an Authorized a Financial Officer of the Borrower setting forth details as to such occurrence Reportable Event and the actionaction proposed to be taken with respect thereto, together with a copy of the notice, if any, that of such Credit PartyReportable Event given to the PBGC, such Subsidiary (ii) promptly after receipt thereof, a Copy of any notice the Company or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate which is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or considered an ERISA Affiliate only pursuant to subsection (to the extent reasonably obtainable by a Credit Partym) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard or (o) of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment paymentsCode) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit PartyPlan or Plans, any Subsidiary thereof or any ERISA Affiliate has failed (iii) within 20 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
, a statement of a Financial Officer setting forth details as to such failure and the action proposed to be taken with respect thereto, together with a copy of such notice given to the PBGC and (biv) Promptly following promptly and in any reasonable request event within 30 days after receipt thereof by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party the Company or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices Affiliate from the administrator or sponsor of the applicable a Multiemployer Plan, a copy of each notice received by the applicable Credit Party Company or any ERISA Affiliate concerning (A) the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make imposition of Withdrawal Liability or (B) a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, determination that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes is, or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be is expected to result be, terminated or in a Material Adverse Effect under such Multiemployer Planreorganization, in each case within the meaning of Title IV of ERISA.
Appears in 2 contracts
Samples: Credit Agreement (Tredegar Corp), Revolving Credit Facility Agreement (Tredegar Industries Inc)
ERISA. (ai) Promptly As soon as practicable and in any event within thirty days after any Credit Party Borrower or any of their respective its Subsidiaries or ERISA Affiliates knows of the occurrence (or expected occurrence) of has reason to know that a Reportable Event has occurred with respect to any of the following events that individually or in the aggregate Plan which would reasonably be expected to result in have a Material Adverse Effect, the Borrower will deliver deliver, or cause such Subsidiary or ERISA Affiliate to the Agents and each Lender deliver, to Agent a certificate of an Authorized Officer a responsible officer of Borrower or such Subsidiary or ERISA Affiliate, as the Borrower case may be, setting forth the details as to of such occurrence Reportable Event and the action, if any, that such Credit Party, which Borrower or such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given; (requiredii) upon the request of any Lender made from time to time, proposed deliver, or otherwise) given to or filed with or by such Credit Party, such cause each Subsidiary or ERISA Affiliate (to deliver, to each Lender a copy of the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event most recent actuarial report completed and annual report filed with respect to a Pension Plan any Plan; (iii) as soon as possible and in any event within ten (10) days after Borrower or any of its Subsidiaries or ERISA Affiliates knows or has occurred; reason to know that a failure to satisfy the minimum funding standard of Section 412 any of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has following have occurred (or is reasonably likely to occur) occur with respect to any Plan and could reasonably be expected to have a Pension Material Adverse Effect: (A) the Plan Sponsor intends to terminate such Plan, (B) the PBGC has instituted or will institute proceedings under Section 4042 of ERISA to terminate such Plan, (C) that an accumulated funding deficiency (as defined in Section 3.02(a) of ERISA and Section 412(a) of the Code) has been incurred or that on application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an on extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer PlanCode, or (D) that a proceeding has been instituted against a Credit PartyBorrower, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof of Borrower or any ERISA Affiliate of its intention will or is reasonably likely to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including, but not limited to, contingent or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan under Section 401(a)(29), 4971, 4975 or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 4980 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k409 or 502(1) of ERISA, deliver, or cause such Subsidiary or ERISA that Affiliate to deliver, to Agent a written notice thereof; and (iv) as soon as possible and in any Credit Party event within thirty days after Borrower or any of their respective its Subsidiaries or ERISA Affiliates knows or has received with respect reason to know that any of them has caused a complete withdrawal or partial withdrawal (within the meaning of Sections 4203 and 4205, respectively, of ERISA) from any Multiemployer Plan or any notices described in Section 101(l) of ERISA and that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would withdrawal could reasonably be expected to result in have a Material Adverse Effect under Effect, deliver, or cause such Multiemployer PlanSubsidiary or ERISA Affiliate to deliver, to Agent a written notice thereof. For purposes of this Section 7.7, Borrower shall be deemed to have knowledge of all facts known by the Plan Administrator of any Plan of which Borrower is the Plan Sponsor, and each Subsidiary and ERISA Affiliate of Borrower shall be deemed to have knowledge of all facts known by the Plan Administrator of any Plan of which such Subsidiary or ERISA Affiliate, respectively, is a Plan Sponsor. In addition to its other obligations set forth in this Section 7.7, Borrower shall, and shall cause each of its Subsidiaries and ERISA Affiliates to,
(A) furnish to Agent, promptly after delivery of the same to the PBGC by Borrower or any of its Subsidiaries, a copy of any delinquency notice pursuant to Section 412(n) (4) of the Code,
(B) correct any such failure to satisfy funding requirements or delinquency referred to in the foregoing clauses (iii)(C) of the first sentence of this Section 7.7 and clause (A) above within ninety (90) days after the occurrence thereof, except where the failure to so satisfy would not reasonably be expected to have a Material Adverse Effect, and
(C) comply in good faith with the requirements set forth in Section 4980B of the Code and with Sections 601(a) and 606 of ERISA, except where the failure to so comply could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Second Amendment and Restatement Agreement (BMC Industries Inc/Mn/), Credit Agreement (BMC Industries Inc/Mn/)
ERISA. (a) Promptly As soon as possible and, in any event, within 30 days after the Borrower, any Credit Party of its Restricted Subsidiaries or any of their respective Subsidiaries ERISA Affiliate knows or could reasonably be expected to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would and where it could reasonably be expected to that a material liability of the Borrower and its Restricted Subsidiaries and ERISA Affiliates, taken as a whole, could result in a Material Adverse Effectconnection therewith, the Borrower will deliver to each of the Agents and each Lender Banks a certificate of an the chief financial officer or other Authorized Officer of the Borrower setting forth details as to such occurrence and the such action, if any, that such Credit Partywhich the Borrower, such Restricted Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary Restricted Subsidiary, such ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event has occurred that a contributing sponsor (as defined in Section 4001(a)(13) of ERISA of a Plan subject to Title IV of ERISA in subject to the advance reporting requirements of PBGC of Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to occur with respect to a Pension such Plan has occurredwithin the following 30 days; that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code deficiency has been incurred or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or an application is reasonably likely to occur) with respect to a Pension Plan be or an application is to be has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is reasonably likely to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code; that proceedings are reasonably likely to be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof)a Plan; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; or that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of its Restricted Subsidiaries or any ERISA Affiliate of its intention will or is reasonably likely to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(bPlan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) Promptly following any reasonable or 502(1) of ERISA. At the request by any Agent therefor, copies of any documents described in Section 101(kBank, the Borrower will deliver to such Bank a complete copy of the annual report (Form 5500) of ERISA that any Credit Party or any of their respective Subsidiaries has received each Plan required to be filed with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer PlanInternal Revenue Service.
Appears in 2 contracts
Samples: Credit Agreement (About, Inc.), Credit Agreement (Primedia Inc)
ERISA. As soon as reasonably possible and, in any event, within ten (a10) Promptly days after any Credit Party the Borrower or any of their respective its Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower will deliver to the Agents and Administrative Agent, with sufficient copies for each Lender of the Lenders, a certificate of an Authorized Officer the senior financial officer of the Borrower setting forth the full details as to such occurrence and the action, if any, that such Credit Partythe Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event has occurred (except to the extent that the Borrower has previously delivered to the Administrative Agent a certificate and notices (if any) concerning such event pursuant to the next clause hereof); that a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to occur with respect to such Plan within the following 30 days; that failure to satisfy the applicable minimum funding standard with respect to a Pension Plan has occurred; that (other than a failure to satisfy Multiemployer Plan), within the minimum funding standard meaning of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) , has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code or Section 302 of ERISA with respect to a Plan (other than a Multiemployer Plan); that any contribution required to be made with respect to a Plan or Foreign Pension PlanPlan has not been timely made and such failure could result in a material liability for the Borrower or any of its Subsidiaries; that a Multiemployer Plan has been or is may be reasonably expected to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISAERISA with a material amount of unfunded benefit liabilities; that steps will a Plan (in the case of a Multiemployer Plan, to the best knowledge of the Borrower or any of its Subsidiaries or ERISA Affiliates) has a material Unfunded Current Liability; that proceedings may be reasonably expected to be or have been instituted by the PBGC to terminate any Pension or appoint a trustee to administer a Plan (including the giving which is subject to Title IV of written notice thereof)ERISA; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a material delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of its Subsidiaries or any ERISA Affiliate of its intention will or may reasonably expect to appoint a trustee to administer incur any Pension Plan; that material liability (including any Credit Partyindirect, any Subsidiary thereof contingent, or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA or with respect to a group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or that the Borrower, or any of its Subsidiaries may incur any material liability pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any Plan or any Foreign Pension Plan.
. Upon request, the Borrower will deliver to the Administrative Agent with sufficient copies to the Lenders (bi) Promptly following any reasonable request by any Agent therefora complete copy of the annual report (on Internal Revenue Service Form 5500-series) of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service and (ii) copies of any records, documents described in Section 101(k) of ERISA or other information that any Credit Party or any of their respective Subsidiaries has received must be furnished to the PBGC with respect to any Multiemployer Plan pursuant to Section 4010 of ERISA. In addition to any certificates or notices delivered to the Lenders pursuant to the first sentence hereof, copies of annual reports and any records, documents or other information required to be furnished to the PBGC, and any notices received by the Borrower, any of its Subsidiaries or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received Affiliate with respect to any Multiemployer Plan; provided, that if any Credit Party Plan or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA Foreign Pension Plan with respect to a Multiemployer Plan to which an ERISA Affiliate contributes any circumstances or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would event that could reasonably be expected to result in a Material Adverse Effect under material liability shall be delivered to the Lenders no later than ten (10) days after the date such Multiemployer Planannual report has been filed with the Internal Revenue Service or such records, documents and/or information has been furnished to the PBGC or such notice has been received by the Borrower, such Subsidiary or such ERISA Affiliate, as applicable.
Appears in 2 contracts
Samples: Credit Agreement (Baltic Trading LTD), Credit Agreement (Baltic Trading LTD)
ERISA. Each of the Borrowers and the Guarantor shall furnish to Lender: (a) Promptly promptly and in any event within thirty (30) days after any Credit Party such Borrower or any of their respective Subsidiaries the Guarantor, as applicable, knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender a certificate of an Authorized Officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that with regard to which notice must be provided to the PBGC, a failure copy of such materials required to satisfy be filed with the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) PBGC with respect to such Reportable Event and in each such case a Pension Plan or an application is to be made to the Secretary statement of the Treasury for a waiver chief financial officer of such Borrower or modification of the minimum funding standard Guarantor, as applicable, setting forth details as to such Reportable Event and the action which such Borrower or the Guarantor, as applicable, proposes to take with respect thereto; (including b) promptly and in any required installment paymentsevent within thirty (30) days after such Borrower or an extension the Guarantor, as applicable, knows or has reason to know of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred condition existing with respect to a Plan which would presents a material risk of termination of the Plan, imposition of an excise tax, requirement to provide security to the Plan or incurrence of other liability by such Borrower or the Guarantor, as applicable, or any ERISA Affiliate a statement of the chief financial officer of such Borrower or the Guarantor, as applicable, or such ERISA Affiliate describing such condition; (c) at least thirty (30) days prior to the filing by any plan administrator of a Plan of a notice of intent to terminate such Plan, a copy of such notice; (d) promptly and in no event more than 10 days after the filing thereof with the Secretary of the Treasury, a copy of any application by such Borrower or the Guarantor, as applicable, or an ERISA Affiliate for a waiver of the minimum funding standard under section 412 of the Code; (e) upon request, and in no event more than thirty (30) days after the request therefore, copies of each annual report which is filed on Form 5500 together with certified financial statements for the Plan (if any) as of the end of such year and actuarial statements on Schedule B to such form 5500; (f) promptly and in any event within thirty (30) days after it knows or has reason to know of any event or condition which might reasonably be expected to result in constitute grounds under section 4042 of ERISA for the requirement that any Credit Party furnish termination of, or the appointment of a bond or other security trustee to the PBGC or such Plan; that any Credit Partyadminister, any Subsidiary Plan, a statement of the chief financial officer of such Borrower or the Guarantor, as applicable, describing such event or condition; (g) promptly and in no event more than thirty (30) days after receipt thereof by such Borrower or the Guarantor, as applicable, or any ERISA Affiliate, a copy of each notice received by such Borrower or the Guarantor, as applicable, or an ERISA Affiliate concerning the imposition of any withdrawal liability under section 4202 of ERISA; and (h) promptly after receipt thereof a copy of any notice such Borrower or the Guarantor, as applicable, or any ERISA Affiliate has incurred may receive from the PBGC or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received Internal Revenue Service with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, furtherhowever, that this paragraph subsection (bh) shall also not apply to all documents and notices described in Section 101(k) of general application promulgated by the PBGC or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planthe Internal Revenue Service.
Appears in 2 contracts
Samples: Loan Agreement (Security Capital Corp/De/), Loan Agreement (Security Capital Corp/De/)
ERISA. The Company will, and will cause each of its ERISA Affiliates, to comply in all material respects with the applicable provisions of ERISA and the Code with respect to each Plan and furnish to the Purchaser and each Additional Note Purchaser (ai) Promptly within 10 days after the Company knows or has reason to know that any Credit Party or any of their respective Subsidiaries knows of the occurrence "reportable event" (or expected occurrenceas defined in Section 4043(b) of any ERISA) has occurred with respect to a Pension Plan which is subject to Title IV of the following events that individually or in the aggregate would reasonably be expected to result in ERISA, a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender a certificate of an Authorized Officer of the Borrower statement setting forth details as to such occurrence reportable event and the action, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes action proposed to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) be taken with respect thereto: , (ii) promptly, but in no event later than 3 days, after receipt thereof, a copy of any notice that a Reportable Event with respect the Company or any ERISA Affiliate may receive from the PBGC relating to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 intention of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted PBGC to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Plan, (iii) promptly, but in no event later than 5 days, after filing with any affected party (as such term is defined in Section 4001 of ERISA) of a notice of intent to terminate a Pension Plan; that any Credit PartyPlan which is subject to Title IV of ERISA, any Subsidiary thereof a copy of such notice and a statement setting forth the details of such termination, including the amount of liability, if any, of the Company or any ERISA Affiliate has failed under Title IV of ERISA, (iv) within 10 days after the adoption of an amendment to a Pension Plan if, after giving effect to such amendment, the Pension Plan is a plan described in Section 4021(b) of ERISA, a statement setting forth the 52 details thereof, (v) within 30 days after withdrawal from a Pension Plan during a plan year for which the Company or any ERISA Affiliate could be subject to liability under Section 4063 or 4064 of ERISA, a statement setting forth the details thereof, including the amount of such liability, (vi) within 30 days after cessation of operations by the Company or any ERISA Affiliate at a facility under the circumstances described in Section 4062(e) of ERISA and with respect to a plan which is subject to Title IV of ERISA, a statement setting forth the details thereof, including the amount of liability of the Company or the ERISA Affiliate under Title IV of ERISA, (vii) within 5 days after adoption of an amendment to a Pension Plan which would require security to be given to the Pension Plan pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, a statement setting forth the details thereof, including the amount of such security, (viii) within 5 days after failure by the Company or any ERISA Affiliate to make payment to a Pension Plan which would give rise to a Lien in favor of the Plan under Section 302(f) of ERISA, a statement setting forth the details thereof, including the amount of such Lien, (ix) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any , a statement setting forth details as to such failure and the action has occurred proposed to be taken with respect to a Plan which would reasonably be expected to result thereto and (x) promptly, but in any event within 30 days, after receipt thereof by the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof Company or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account from the sponsor of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, a copy of each notice concerning the applicable Credit Party imposition of withdrawal liability or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make termination or reorganization of a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plan.
Appears in 2 contracts
Samples: Note Purchase Agreement (Horizon Medical Products Inc), Note Purchase Agreement (Horizon Medical Products Inc)
ERISA. (a) Promptly As soon as possible and, in any event, within 10 days after any Credit Party the Guarantor or any of their respective its Subsidiaries or ERISA Affiliates knows of the occurrence (or expected occurrence) of has reason to know any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower Guarantor will deliver to each of the Agents and each Lender Banks a certificate of an Authorized Officer the chief financial officer of the Borrower Guarantor setting forth details as to such occurrence and the such action, if any, that such Credit Partywhich the Guarantor, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Guarantor, such Subsidiary the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan Administrator with respect thereto: , that a Reportable Event with respect to a Pension Plan has occurred; , that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; , that a Multiemployer Plan has been or is may be terminated via a "distress termination" as referred to be terminatedin Section 4041(c) of ERISA, reorganized, partitioned or declared insolvent under Title IV of ERISA; , that steps will a Plan has an Unfunded Current Liability giving rise to a Lien under ERISA, that proceedings may be or have been instituted by the PBGC to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; , or that the PBGC has notified any Credit PartyGuarantor, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof Subsidiaries or any ERISA Affiliate has failed to make a required installment Affiliates will or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will may incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4201 or 4201 4204 of ERISA; . In addition to any certificates or that there has been a failure notices delivered to comply with ERISA, the Code or other Applicable Law with respect Banks pursuant to a Plan.
(b) Promptly following any reasonable request by any Agent thereforthe first sentence hereof, copies of any documents described in Section 101(k) of ERISA that any Credit Party notices received by the Guarantor or any of their respective its Subsidiaries has received with respect required to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect be delivered to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor Banks hereunder shall be delivered to the Banks no later than 10 days after the later of the applicable Multiemployer Plan, date such notice has been filed with the applicable Credit Party Internal Revenue Service or the applicable Subsidiary(ies)PBGC, upon given to Plan participants or received by the request therefor by any Agent, shall promptly make a request for Guarantor or such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer PlanSubsidiary.
Appears in 2 contracts
Samples: Guaranty (Omnicom Group Inc), 364 Day Credit Agreement (Omnicom Group Inc)
ERISA. The Borrower shall, and shall cause each Significant Subsidiary to, maintain all employee benefit plans (as defined in ERISA Section 3(3)) sponsored by the Borrower or an ERISA Affiliate or to which the Borrower or an ERISA Affiliate is required to make contributions, in all material respects, in compliance with the applicable provisions of ERISA, and the Borrower shall furnish to the Administrative Agent and each Lender (a) Promptly as soon as possible, and in any event within 30 days after any Credit Party Responsible Officer of the Borrower or any of their respective Subsidiaries ERISA Affiliate either knows of the occurrence (or expected occurrence) of has reason to know that any of the following events Reportable Event has occurred that individually alone or in the aggregate would together with any other Reportable Event could reasonably be expected to result in a Material Adverse Effect, liability of the Borrower will deliver to the Agents and each Lender PBGC in an aggregate amount exceeding $25,000,000, a certificate statement of an Authorized a Financial Officer of the Borrower setting forth details as to such occurrence Reportable Event and the actionaction proposed to be taken with respect thereto, together with a copy of the notice, if any, that of such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) Reportable Event given to or filed with or by such Credit Partythe PBGC, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Partyb) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 as soon as possible, and in any event within 30 days after any Responsible Officer of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof Borrower or any ERISA Affiliate either knows or has reason to know that the value of its the assets of any Plan is less than 80% of the “funding target” (as defined in Code Section 430(d)(1)) of such Plan as of the most recent annual valuation date applicable thereto, a statement of a Financial Officer of the Borrower setting forth details as to such event, (c) promptly after receipt thereof, a copy of any notice the Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof Plan or any ERISA Affiliate has failed Plans and (d) within 10 days after the due date for filing with the PBGC pursuant to Section 430(k) of the Code of a notice of failure to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies a statement of any documents described in Section 101(k) a Financial Officer of ERISA that any Credit Party or any of their respective Subsidiaries has received the Borrower setting forth details as to such failure and the action proposed to be taken with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received thereto, together with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies copy of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply notice given to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planthe PBGC.
Appears in 2 contracts
Samples: Term Loan Agreement (Avista Corp), Term Loan Agreement (Avista Corp)
ERISA. (a) Promptly after any Credit Party or any of their respective Subsidiaries knows of the occurrence (or expected occurrence) of any of Xxxxxx shall deliver to Lender, at Xxxxxx’x expense, the following events information as and when provided below:
(i) as soon as possible, and in any event within twenty (20) days after Xxxxxx or an ERISA Affiliate of Xxxxxx knows or has reason to know that individually or in the aggregate would reasonably be expected to result in a Material Adverse EffectTermination Event has occurred, the Borrower will deliver to the Agents and each Lender a certificate written statement of an Authorized Officer of the Borrower setting forth details as to Xxxxxx describing such occurrence Termination Event and the action, if any, that which Xxxxxx or such Credit PartyERISA Affiliate of Xxxxxx has taken, such Subsidiary is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the Internal Revenue Service (“IRS”), the Department of Labor (“DOL”) or PBGC with respect thereto;
(ii) as soon as possible, and in any event within thirty (30) days, after Xxxxxx or an ERISA Affiliate is required of Xxxxxx knows or proposes has reason to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: know that a Reportable Event prohibited transaction (defined in Section 406 of ERISA and Section 4975 of the Internal Revenue code) has occurred, a statement of an Authorized Officer of Xxxxxx describing such transaction;
(iii) promptly after the filing thereof with the DOL, IRS or PBGC, copies of each annual report, including Schedule B thereto, filed with respect to each Pension Plan;
(iv) promptly after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Pension Plan and all communications received by Xxxxxx or any ERISA Affiliate of Xxxxxx with respect to such request;
(v) promptly upon the occurrence thereof, notification of any increases in the benefits of any existing Pension Plan or the establishment of any new Pension Plan or the commencement of contributions to any Pension Plan to which Xxxxxx or any ERISA Affiliate of Xxxxxx was not previously contributing;
(vi) promptly upon, and in any event within ten (10) Business Days after, receipt by Xxxxxx or an ERISA Affiliate of Xxxxxx of the PBGC’s intention to terminate a Pension Plan has occurredor to have a trustee appointed to administer a Pension Plan, copies of each such notice;
(vii) promptly upon, and in any event within ten (10) Business Days after, receipt by Xxxxxx or an ERISA Affiliate of Xxxxxx of an unfavorable determination letter from the IRS regarding the qualification of a Pension Plan under Section 401(a) of the Internal Revenue Code, copies of such letter;
(viii) promptly upon, and in any event within ten (10) Business Days after receipt by Xxxxxx or an ERISA Affiliate of Xxxxxx of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of such notice; that and
(ix) promptly upon, and in any event within twenty (20) Business Days after either Xxxxxx or an ERISA Affiliate of Xxxxxx fails to make a failure to satisfy the minimum funding standard required installment under subsection (m) of Section 412 of the Code or any other payment required under Section 302 412 on or before the due date for such installment or payment, a notification of such failure. Xxxxxx shall, and shall cause each of its ERISA Affiliates to, (a) keep in full force and effect any Pension Plans that are presently in existence or may, from time to time, come into existence, (b) make contributions to all Pension Plans in a timely manner and in a sufficient amount to comply with the requirements of the Pension Plans, the Code and ERISA, (c) comply with all requirements of ERISA and the Code which relate to all Pension Plans, and (whether d) notify Lender immediately upon receipt by Xxxxxx or not waived in accordance with Section 412(c) any of its ERISA Affiliates of any notice of the Code institution of any proceeding or Section 302(c) other action which may result in the termination of ERISA) has occurred (or is reasonably likely to occur) with respect to a any Pension Plan or an application is where there may constitute a Termination Event. Xxxxxx shall, and shall cause each of its ERISA Affiliates to, make any and all payments to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof Xxxxxx or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed may be required to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that under any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect agreement relating to any Multiemployer Plan or any notices described law pertaining thereto, except for any such payments being contested in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor good faith by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planappropriate proceedings.
Appears in 2 contracts
Samples: Credit Agreement (Lawson Products Inc/New/De/), Credit Agreement (Lawson Products Inc/New/De/)
ERISA. As soon as possible and, in any event, within ten (a15) Promptly Business Days after any Credit Party the Company, knows or any of their respective Subsidiaries knows of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would may reasonably be expected to result in a Material Adverse Effectknow of the occurrence of any ERISA Event, the Borrower Company will deliver to the Agents and each Lender a certificate of an Authorized Officer of the Borrower setting forth details Administrative Agent information as to such occurrence and the action, if any, that such Credit Partythe Company, such Restricted Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with by the Company, the Restricted Subsidiary, the Plan administrator or such ERISA Affiliate to or with, the PBGC or any other governmental agency, or a Plan or Multiemployer Plan participant, and any notices received by such Credit Partythe Company, such Restricted Subsidiary or ERISA Affiliate from the PBGC or other governmental agency or a Plan or Multiemployer Plan participant or the Plan administrator with respect thereto. Each of the following shall constitute an “ERISA Event” except as would not reasonably be expected to have a Material Adverse Effect: a Reportable Event has occurred (except to the extent reasonably obtainable by that the Company has previously delivered to the Administrative Agent a Credit Partycertificate and notices (if any) with respect thereto: that concerning such event pursuant to the next clause hereof); a Reportable Event with respect to a Pension Plan has occurred; that a failure failed to satisfy the minimum funding standard within the meaning of Section 412 of the Code or Section 302 of ERISA (whether ERISA, or not waived in accordance with Section 412(c) the filing of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code or Section 303 or 304 of ERISA with respect to a Plan; a determination that any Plan is, or is expected to be, considered an at-risk plan within the meaning of Section 430 of the Code with respect to or Section 303 of ERISA; a Pension Plan; determination that a any Plan or Multiemployer Plan has been or is expected to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that receipt by the PBGC has notified any Credit Party, any Subsidiary thereof Company or any ERISA Affiliate of its intention to appoint any notice, or a trustee to administer receipt by any Pension Plan; that any Credit Party, any Subsidiary thereof Multiemployer Plan from the Company or any ERISA Affiliate has failed to make of any notice, that a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to is in endangered or critical status under Section 4062, 4063, 4064, 4069 or 4201 305 of ERISA; or that there a Plan has been a failure an Unfunded Current Liability and to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor knowledge of the applicable Company, a withdrawal from all Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries Plans would reasonably be expected to result in a Material Adverse Effect Effect, all to the extent not previously disclosed to the Lenders; proceedings have been instituted to terminate or appoint a trustee to administer a Plan; the Company, any Restricted Subsidiary or any ERISA Affiliate incurs any material liability (including any indirect, contingent, or secondary liability) to or on account of the termination of or withdrawal from a Plan or Multiemployer Plan under Section 4062, 4063, 4064, 4069, 4201, 4204 or 4212 of ERISA or with respect to a Plan or Multiemployer Plan under Section 436(f), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA. The Company will also deliver to the Administrative Agent upon request a complete copy of the annual report (on IRS Form 5500-series) of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the IRS. In addition to any certificate or notices delivered to the Administrative Agent pursuant to the first sentence hereof, any material notices relating to material liabilities received by the Company, any Restricted Subsidiary or any ERISA Affiliate with respect to any Plan or Foreign Pension Plan shall be delivered to the Administrative Agent no later than ten (10) Business Days after the date such Multiemployer Plannotice has been received by the Company, the Restricted Subsidiary or the ERISA Affiliate, as applicable. The Company and each of its applicable Restricted Subsidiaries shall ensure that all Foreign Pension Plans administered by it obtain or retain (as applicable) registered status under and as required by applicable law and is administered in a timely manner in all respects in compliance with all applicable laws except where the failure to do any of the foregoing is not reasonably likely to have, a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (EnerSys), Credit Agreement (EnerSys)
ERISA. (a) Promptly Comply in all material respects with the applicable provisions of ERISA and (b) furnish to the Administrative Agent and each Lender (i) as soon as possible, and in any event within 30 days after any Credit Party Responsible Officer of the Borrower or any of their respective Subsidiaries ERISA Affiliate either knows of the occurrence (or expected occurrence) of has reason to know that any of the following events Reportable Event has occurred that individually alone or in the aggregate would together with any other Reportable Event could reasonably be expected to result in a Material Adverse Effect, liability of the Borrower will deliver to the Agents and each Lender or any ERISA Affiliate in an aggregate amount exceeding $10,000,000, a certificate statement of an Authorized a Financial Officer of the Borrower setting forth details as to such occurrence Reportable Event and the actionaction proposed to be taken with respect thereto, together with a copy of the notice, if any, that of such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) Reportable Event given to or filed with or by such Credit Partythe PBGC, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by ii) promptly after receipt thereof, a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension copy of any amortization period under Section 412 or 430 of notice the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof Borrower or any ERISA Affiliate may receive from the PBGC relating to the funded status of its any Plan or to the intention of the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate which is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a trustee to administer any Pension Plan; that any Credit PartyPlan or Plans, any Subsidiary thereof or any ERISA Affiliate has failed (iii) within ten (10) days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
, a statement of a Financial Officer of the Borrower setting forth details as to such failure and the action proposed to be taken with respect thereto, together with a copy of such notice given to the PBGC and (biv) Promptly following promptly and in any reasonable request event within 30 days after receipt thereof by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party the Borrower or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices Affiliate from the administrator or sponsor of the applicable a Multiemployer Plan, a copy of each notice received by the applicable Credit Party Borrower or any ERISA Affiliate concerning (A) the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make imposition of Withdrawal Liability in excess of $5,000,000 or (B) a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, determination that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes is, or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be is expected to result be, terminated or in a Material Adverse Effect under such Multiemployer Planreorganization, in each case within the meaning of Title IV of ERISA.
Appears in 2 contracts
Samples: Senior Unsecured Revolving Credit Agreement, Senior Unsecured Revolving Credit Agreement (Choice Hotels International Inc /De)
ERISA. (a) Promptly after any Credit Party or any of their respective Subsidiaries knows of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender a certificate of an Authorized Officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer PlanFail, or that a proceeding has been instituted against a Credit Partypermit any Commonly Controlled Entity to fail, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) requirements of ERISA with respect to a any Employee Benefit Plan; (b) permit any funded Employee Pension Plan to lose its qualified status under Section 401(a) or 403(a) of the Code; (c) fail, or permit any Commonly Controlled Entity to fail, to meet the minimum funding standards of Section 302 of ERISA and Section 412 of the Code; (d) fail, or permit any Commonly Controlled Entity to fail, to discharge any obligations to the PBGC with respect to the termination of an Employee Pension Plan or to any Multiemployer Plan on account of its withdrawal or partial withdrawal therefrom or allow to exist any event or condition which an ERISA Affiliate contributes presents a substantial risk of Borrower incurring liability to the PBGC by reason of the termination of any Employee Pension Plan; (e) create or has adopt, or permit any obligationCommonly Controlled Entity to create or adopt, actual any new Employee Pension Plan without the prior written consent of the Lender; (f) modify, or contingentpermit any Commonly Controlled Entity to modify, any existing Employee Pension Plan so as to increase its obligations thereunder, except in the ordinary course of business consistent with past practice or with the prior written consent of the Lender; (g) create or adopt any new Employee Welfare Plan or modify any existing Employee Welfare Plan, or permit any Commonly Controlled Entity to create or adopt any new Employee Welfare Plan or modify any existing Employee Welfare Plan, to make provide continuing benefits or coverage for any contribution participant (or paymentbeneficiary) after the termination of the participant's employment except as may be required by COBRA, if regulations thereunder or applicable state statutory law or with the prior written consent of the Lender; or (h) engage, or permit any Credit Party Commonly Controlled Entity to engage, in any transaction which would reasonably result in the assessment of a direct or indirect liability to Borrower or any Commonly Controlled Entity under Section 409 or 502 of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer PlanERISA or Section 4975 of the Code.
Appears in 2 contracts
Samples: Loan Agreement (Triathlon Broadcasting Co), Loan Agreement (Asi Group LLC)
ERISA. (a) Promptly As soon as possible and, in any event, within 30 days after any Credit Party the Borrower or any of their respective its Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower will deliver to the Agents Administrative Agent, and the Administrative Agent shall promptly forward to each Lender Lender, a certificate of an Authorized Officer Representative of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Partythe Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary Subsidiary, the ERISA Affiliate, the PBGC, or ERISA Affiliate (to a Plan or Multiemployer Plan participant, or the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: (i) that a Reportable Event with respect to a Pension Plan has occurred; (ii) that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is likely to be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan and/or a Multiemployer Plan; (iii) that a Plan and/or Multiemployer Plan has been or is reasonably expected to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; (iv) that steps will a Plan and/or a Multiemployer Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code; (v) that proceedings are likely to be or have been instituted or notice has been given to terminate any Pension or appoint a trustee to administer a Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to and/or a Multiemployer Plan, or ; (vi) that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer PlanPlan if material in amount; (vii) that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of its Subsidiaries or any ERISA Affiliate of its intention will or is reasonably expected to appoint a trustee to administer incur any Pension Plan; that any Credit Party, any Subsidiary thereof liability (other than contributions by the Borrower or any an ERISA Affiliate has failed to make a required installment or other payment pursuant to timely made in accordance with minimum funding requirements under Section 412 of the Code and in accordance with respect to a Pension Plan; that the requirements of Section 515 of ERISA) (including any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond indirect, contingent or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan or and/or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
Plan under Section 401(a)(29) of the Code which could reasonably be expected to have a Material Adverse Effect; or that the Borrower or any Subsidiary is reasonably expected to incur any liability pursuant to any employee welfare benefit plan (bas defined in Section 3(1) Promptly following of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any reasonable request by employee pension benefit plan (as defined in Section 3(2) of ERISA) which liability, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Upon request, the Borrower will deliver to each of the Lenders a complete copy of the annual report (Form 5500) of each Plan required to be filed with the Internal Revenue Service. In addition to any Agent thereforcertificates or notices delivered to the Lenders pursuant to the first sentence hereof, copies of such annual reports and any documents described in Section 101(k) of ERISA that any Credit Party material notices received by the Borrower or any of their respective its Subsidiaries has received or any ERISA Affiliate with respect to any Plan and/or Multiemployer Plan and/or Foreign Pension Plan shall be delivered to the Lenders no later than 30 days after the date such report has been requested or any notices described such notice has been received by the Borrower, such Subsidiary or such ERISA Affiliate, as applicable. The Borrower and each of its applicable Subsidiaries shall ensure that all Foreign Pension Plans administered by it or into which it makes payments obtains or retains (as applicable) registered status under and as required by applicable law and is administered in Section 101(l) of ERISA that any Credit Party or a timely manner in all respects in compliance with all applicable laws except where the failure to do any of their respective Subsidiaries has received with respect to any Multiemployer Plan; providedthe foregoing could not, that if any Credit Party either individually or any of their respective Subsidiaries has not requested such documents or notices from in the administrator or sponsor of the applicable Multiemployer Planaggregate, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in have a Material Adverse Effect under such Multiemployer PlanEffect.
Appears in 2 contracts
Samples: Credit Agreement (Flowers Foods Inc), Credit Agreement (Flowers Foods Inc)
ERISA. As soon as possible and, in any event, within ten (a10) Promptly days after the Parent, any Credit Party Subsidiary of the Parent or any of their respective Subsidiaries ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower Parent will deliver to each of the Agents and each Lender Lenders a certificate of an Authorized Officer Representative of the Borrower Parent setting forth the full details as to such occurrence and the action, if any, that such Credit Partythe Parent, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (requiredrequired or proposed to be given or filed by the Parent, proposed such Subsidiary, the Plan administrator or otherwise) given such ERISA Affiliate to or filed with any government agency, or a Plan participant and any notices received by such Credit Partythe Parent, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by from any government agency, or a Credit Party) Plan participant with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is any contribution required to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected or Foreign Pension Plan has not been timely made; or that the Parent or any Subsidiary of the Parent may incur any material liability pursuant to result any employee welfare benefit plan (as defined in the requirement Section 3(1) of ERISA) that any Credit Party furnish a bond provides benefits to retired employees or other security former employees (other than as required by Section 601 of ERISA) or any Plan or any Foreign Pension Plan. Upon request by the Administrative Agent or any Lender, the Parent will deliver to the PBGC Administrative Agent or each such Plan; that Lender, as the case may be, a complete copy of the annual report (on Internal Revenue Service Form 5500-series) of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service. In addition to any Credit Partycertificates or notices delivered to the Lenders pursuant to the first sentence hereof, copies of any records, documents or other information required to be furnished to any government agency, and any notices received by the Parent, any Subsidiary thereof of the Parent or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or Foreign Pension Plan from any notices described government or governmental agency shall be delivered to the Lenders no later than ten (10) days after the date such records, documents and/or information has been furnished to any government agency or such notice has been received by the Parent, the Subsidiary or the ERISA Affiliate, as applicable. The Parent and each of its applicable Subsidiaries shall ensure that all Foreign Pension Plans administered by it obtains or retains (as applicable) registered status under and as required by applicable law and is administered in Section 101(l) of ERISA that any Credit Party or a timely manner in all respects in compliance with all applicable laws except where the failure to do any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has the foregoing would not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would be reasonably be expected likely to result in a Material Adverse Effect under such Multiemployer PlanEffect.
Appears in 2 contracts
Samples: Credit Agreement (Atwood Oceanics Inc), Credit Agreement (Atwood Oceanics Inc)
ERISA. (a) Promptly As soon as possible and in any event within 10 days after any Credit Party the ----- Borrower or any of their respective Subsidiaries the Guarantor knows of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender a certificate of an Authorized Officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event has occurred with respect to a Pension Plan has occurred; established or maintained by the Borrower, the Guarantor or any ERISA Affiliate, that a failure to satisfy the minimum material accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to such a Pension Plan; , that a Multiemployer Plan has been or is to will be terminated, partitioned reorganized, petitioned or declared insolvent under Title IV of ERISA in a manner that has a Material Adverse Effect, that such a Plan has an Unfunded Current Liability within the meaning of Title IV of ERISA giving rise to a lien under ERISA; , that steps proceedings will be or have been instituted to terminate any Pension such a Plan (including the giving of written notice thereof); under circumstances that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to will have a Multiemployer PlanMaterial Adverse Effect, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof the Borrower or the Guarantor or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any material liability to or on account of such a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4063 or 4064, 4069 or which is a multiemployer plan under Section 515, 4201 or 4203 of ERISA; or that there has been a failure to comply with ERISA, the Code Borrower and the Guarantor will deliver to the Bank a certificate of a financial officer thereof, setting forth details as to such occurrence and action, if any, which the Borrower, the Guarantor or other Applicable Law ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given to or filed with or by the Borrower, the Guarantor, the ERISA Affiliate, the PBGC, a Plan participant or the Plan administrator with respect thereto. The Borrower and the Guarantor will deliver to the Bank a Plan.
complete copy of the annual report (b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(kForm 5500) of ERISA that any Credit Party or any of their respective Subsidiaries has received each Plan required to be filed with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party Internal Revenue Service or the applicable Subsidiary(ies)PBGC, upon given to Plan participants or received by either the request therefor by any Agent, shall promptly make a request for such documents Borrower or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planthe Guarantor.
Appears in 2 contracts
Samples: Letter of Credit, Reimbursement and Guaranty Agreement (Circor International Inc), Letter of Credit, Reimbursement and Guaranty Agreement (Circor International Inc)
ERISA. (a) Promptly As soon as possible and, in any event, within ten (10) days after Parent, any Credit Party Subsidiary of Parent or any of their respective Subsidiaries ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower Parent will deliver to each of the Agents and each Lender Lenders a certificate of an Authorized Officer the chief financial officer of the Borrower Parent setting forth the full details as to such occurrence and the action, if any, that such Credit PartyParent, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (requiredrequired or proposed to be given or filed by Parent, proposed such Subsidiary, the Plan administrator or otherwise) given such ERISA Affiliate to or filed with the PBGC or any other Governmental Authority, or a Plan participant and any notices received by such Credit PartyParent, such Subsidiary or ERISA Affiliate (to from the extent reasonably obtainable by PBGC or any other Government Authority, or a Credit Party) Plan participant with respect thereto: that a Reportable Event has occurred (except to the extent that Parent has previously delivered to the Lenders a certificate and notices (if any) concerning such event pursuant to the next clause hereof); that a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to occur with respect to a Pension such Plan has occurredwithin the following 30 days; that a failure to satisfy an accumulated funding deficiency, within the minimum funding standard meaning of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) , has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code or Section 303 or 304 of ERISA with respect to a Pension Plan; that any contribution required to be made with respect to a Multiemployer Plan or Foreign Pension Plan has not been timely made; that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability which, when added to the aggregate amount of Unfunded Current Liabilities with respect to all other Plans, exceeds the aggregate amount of such Unfunded Current Liabilities that existed on the Funding Date by $1,000,000; that proceedings may be or have been instituted to terminate any Pension or appoint a trustee to administer a Plan (including the giving which is subject to Title IV of written notice thereof)ERISA; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyParent, any Subsidiary thereof of Parent or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will may incur (or has been notified in writing that it will incur) any liability (including any indirect, contingent, or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law any material liability with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409, 502(i) or 502(l) of ERISA or with respect to a group health plan (as defined in Section 607(1) of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or that Parent or any Subsidiary of Parent may incur any material liability pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any Plan or any Foreign Pension Plan. Parent will deliver to each of the Lenders copies of any records, documents or other information that must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA. Parent will also deliver to each of the Lenders a complete copy of the annual report (on Internal Revenue Service Form 5500-series) of each Plan subject to Section 412 of the Code (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service. In addition to any certificates or notices delivered to the Lenders pursuant to the first sentence hereof, copies of annual reports and any records, documents or other information required to be furnished to the PBGC or any other Governmental Authority, and any material notices received by Parent, any Subsidiary of Parent or any ERISA Affiliate with respect to any Plan subject to Section 412 of the Code or with respect to any Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA or Foreign Pension Plan shall be delivered to the Lenders no later than ten (10) days after the date such annual report has been filed with the Internal Revenue Service or such records, documents and/or information has been furnished to the PBGC or any other Government Authority or such notice has been received by Parent, the Subsidiary or the ERISA Affiliate, as applicable. If, at any time after the Funding Date, Parent, any Subsidiary of Parent or any ERISA Affiliate maintains, or contributes to (or incurs an obligation to contribute to), a pension plan as defined in Section 3(2) of ERISA that is subject to Section 412 of the Code or that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA and which is not set forth in Schedule IV, as may be updated from time to time, then Parent shall deliver to the Lenders an updated Schedule IV as soon as possible and, in any event, within ten (10) days after Parent, such Subsidiary or such ERISA Affiliate maintains, or contributes to (or incurs an obligation to contribute to), such pension plan. Such updated Schedule IV shall supersede and replace the existing Schedule IV.
(b) Promptly following any reasonable request Parent and each of its applicable Subsidiaries shall ensure that all Foreign Pension Plans administered by any Agent therefor, copies of any documents described it or into which it makes payments obtains or retains (as applicable) registered status under and as required by applicable law and is administered in Section 101(k) of ERISA that any Credit Party or a timely manner in all respects in compliance with all applicable laws except where the failure to do any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has the foregoing would not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would be reasonably be expected likely to result in a Material Adverse Effect under such Multiemployer PlanEffect.
Appears in 2 contracts
Samples: Credit Agreement (SAExploration Holdings, Inc.), Credit Agreement (SAExploration Holdings, Inc.)
ERISA. (a) Promptly As soon as possible and, in any event, within 10 days after the Borrower, any Credit Party of its Subsidiaries or any of their respective Subsidiaries ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower will deliver to each of the Agents and each Lender Lenders a certificate of an any Authorized Officer of the Borrower setting forth the full details as to such occurrence and the action, if any, that such Credit Partythe Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (requiredrequired or proposed to be given or filed by the Borrower, proposed such Subsidiary, the Plan administrator or otherwise) given such ERISA Affiliate to or filed with the PBGC or any other Governmental Authority, or a Plan or Multiemployer Plan participant and any notices received by such Credit Partythe Borrower, such Subsidiary or ERISA Affiliate (to from the extent reasonably obtainable by PBGC or any other Governmental Authority, or a Credit Party) Plan or Multiemployer Plan participant with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to satisfy Title IV of ERISA is subject to the minimum advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to occur with respect to such Plan within the following 30 days; that an accumulated funding standard deficiency, within the meaning of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) , has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code or Section 303 or 304 of ERISA with respect to a Pension Plan or Multiemployer Plan; that any contribution required to be made with respect to a Plan, Multiemployer Plan or Foreign Pension Plan has not been timely made; that a Plan has been terminated or a Multiemployer Plan has been or is to be terminatedreorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability; that proceedings may be or have been instituted to terminate any Pension or appoint a trustee to administer a Plan (including the giving which is subject to Title IV of written notice thereof)ERISA; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of its Subsidiaries or any ERISA Affiliate may be directly or indirectly liable for a violation of its intention the applicable requirements of Section 404 or 405 of ERISA or the exclusive benefit rule under Section 401(a) of the Code by any fiduciary or disqualified person with respect to appoint a trustee to administer any Pension Plan; that any Credit Partythe Borrower, any Subsidiary thereof of its Subsidiaries or any ERISA Affiliate has failed will or may incur any liability (including any indirect, contingent, or secondary liability) to make a required installment or other payment pursuant to Section 412 on account of the Code with respect to a Pension Plan; that any action has occurred with respect to termination of or withdrawal from a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond under Section 4062, 4063, 4064 or other security to the PBGC 4069 of ERISA, or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant under Section 4201, 4204 or 4212 of ERISA or with respect to a Plan under Section 4062401(a)(29), 40634971, 40644975 or 4980 of the Code or Section 409, 4069 502(i) or 4201 502(l) of ERISA; or that there has been a failure the Borrower or any of its Subsidiaries may incur any material liability pursuant to comply with any employee welfare benefit plan (as defined in Section 3(1) of ERISA, the Code ) that provides benefits to retired employees or other Applicable Law with respect to a former employees (other than as required by Section 601 of ERISA) or any Plan or Foreign Pension Plan.
(b) Promptly following any reasonable request The Borrower and each of its applicable Subsidiaries shall ensure that all Foreign Pension Plans administered by any Agent thereforit or into which it makes payments obtains or retains (as applicable) registered status under and as required by applicable law and is administered in a timely manner in all respects in compliance with all applicable laws, copies of any documents described in Section 101(k) of ERISA that any Credit Party or except where the failure to do any of their respective Subsidiaries has received with respect to any Multiemployer Plan the foregoing, either individually or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; providedthe aggregate, that if any Credit Party or any of their respective Subsidiaries has would not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would be reasonably be expected likely to result in a Material Adverse Effect under such Multiemployer PlanEffect.
Appears in 2 contracts
Samples: Second Lien Credit Agreement (HUGHES Telematics, Inc.), Credit Agreement (HUGHES Telematics, Inc.)
ERISA. (ai) Promptly As soon as practicable and in any event within ten (10) days after any Credit Party the Borrower or any of their respective its Subsidiaries or ERISA Affiliates knows of the occurrence (or expected occurrence) of has reason to know that a Reportable Event has occurred with respect to any of the following events that individually Plan, deliver, or in the aggregate would reasonably be expected cause such Subsidiary or ERISA Affiliate to result in a Material Adverse Effectdeliver, the Borrower will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized a Responsible Officer of the Borrower or such Subsidiary or ERISA Affiliate, as the case may be, setting forth the details as to of such occurrence Reportable Event and the action, if any, that such Credit Party, which the Borrower or such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given; (requiredii) upon the request of any Lender made from time to time, proposed deliver, or otherwise) given to or filed with or by such Credit Party, such cause each Subsidiary or ERISA Affiliate (to deliver, to each Lender a copy of the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event most recent actuarial report and annual report completed with respect to a Pension Plan any Plan; (iii) as soon as possible and in any event within ten (10) days after the Borrower or any of its Subsidiaries or ERISA Affiliates knows or has occurred; reason to know that a failure to satisfy the minimum funding standard of Section 412 any of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has following have occurred (or is reasonably likely to occur) occur with respect to any Plan: (A) such Plan has been terminated, reorganized, petitioned or declared insolvent under Title IV of ERISA, (B) the Plan Sponsor intends to terminate such Plan under Section 4041(b) or (c), (C) the PBGC has instituted or will institute proceedings under Section 515 of ERISA to collect a Pension delinquent contribution to such Plan or under Section 4042 of ERISA to terminate such Plan, (D) that an accumulated funding deficiency has been incurred or that an application is to be has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer PlanCode, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; (E) that the PBGC has notified any Credit PartyBorrower, or any Subsidiary thereof of the Borrower or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur any material liability (including, but not limited to, contingent or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan under Section 401(a)(29), 4971 or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 4975 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k409 or 502(1) of ERISA, deliver, or cause such Subsidiary or ERISA that Affiliate to deliver, to the Administrative Agent a written notice thereof; and (iv) as soon as possible and in any Credit Party event within thirty (30) days after the Borrower or any of their respective its Subsidiaries or ERISA Affiliates knows or has received reason to know that any of them has caused a complete withdrawal or partial withdrawal (within the meaning of Sections 4203 and 4205, respectively, of ERISA) from any Multiemployer Plan, deliver, or cause such Subsidiary or ERISA Affiliate to deliver, to the Administrative Agent a written notice thereof. For purposes of this Section 7.7, the Borrower shall be deemed to have knowledge of all facts known by the Plan Administrator of any Plan of which the Borrower is the Plan Sponsor, and each Subsidiary and ERISA Affiliate of the Borrower shall be deemed to have knowledge of all facts known by the Plan Administrator of any Plan of which such Subsidiary or ERISA Affiliate, respectively, is a Plan Sponsor. In addition to its other obligations set forth in this Article VII, the Borrower shall, and shall cause each of its Subsidiaries and ERISA Affiliates to:
(i) provide the Administrative Agent with prompt written notice, with respect to any Multiemployer Plan, of any failure to satisfy the minimum funding standard requirements of Section 412 of the Code;
(ii) furnish to the Administrative Agent, promptly after delivery of the same to the PBGC, a copy of any delinquency notice pursuant to Section 412(n)(4) of the Code;
(iii) correct any such failure to satisfy funding requirements or delinquency referred to in the foregoing clauses (A) and (B) within ninety (90) days after the occurrence thereof, except where the failure to so satisfy would not reasonably be expected to have a Material Adverse Effect;
(iv) comply in good faith in all material respects with the requirements set forth in Section 4980B of the Code and with Sections 601(a) and 606 of ERISA;
(v) at the request of any Lender, deliver to such Lender (and a copy to the Administrative Agent) a complete copy of the most recent annual report (Form 5500) of each Plan required to be filed with the Internal Revenue Service; and
(vi) at the request of any Lender, deliver to such Lender (and a copy to the Administrative Agent) copies of the most recent annual reports received by the Borrower or any notices described in Section 101(l) Subsidiary of ERISA that any Credit Party the Borrower or any of their respective Subsidiaries has received ERISA Affiliate with respect to any Multiemployer Plan; provided, that if any Credit Party Plan or any of their respective Subsidiaries has not requested such documents or notices from Foreign Pension Plan no later than ten (10) days after the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies date of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planrequest.
Appears in 2 contracts
Samples: Credit Agreement (Huntsman CORP), Credit Agreement (Huntsman CORP)
ERISA. As soon as reasonably possible, and in any event within thirty (a30) Promptly days after the Borrowers have knowledge, or with respect to any Credit Party Plan or Multiemployer Plan to which any Sponsor or any of their respective Subsidiaries knows of the occurrence (or expected occurrence) of its ERISA Affiliates makes direct contributions has reason to believe, that any of the following events that individually or in the aggregate would reasonably be expected conditions specified below with respect to result in any Plan or Multiemployer Plan has occurred or exists, a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender statement signed by a certificate of an Authorized Officer senior financial officer of the Borrower applicable Sponsor or any Loan Party, as applicable, setting forth details as to respecting such occurrence event or condition and the action, if any, that such Credit PartySponsor or any Loan Party or any of their respective ERISA Affiliates proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by any Sponsor, such Subsidiary any Loan Party or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a to such event or condition):
(i) any Reportable Event with respect to a Pension Plan Plan, as to which the PBGC has occurred; not by regulation or otherwise waived the requirement of Section 4043(a) of ERISA that it be notified within thirty (30) days of the occurrence of such event (provided that a failure to satisfy meet the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether ERISA, including the failure to make on or not waived in accordance with before its due date a required installment under Section 412(c412(m) of the Code or Section 302(c302(e) of ERISA) has occurred (or is reasonably likely to occur) with respect to , shall be a Pension Plan or an application is to be made to the Secretary Reportable Event regardless of the Treasury issuance of any waivers in accordance with Section 412(d) of the Code); and any request for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 412(d) of the Code with respect to for any Plan;
(ii) the distribution under Section 4041(c) of ERISA of a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV notice of ERISA; that steps will be or have been instituted intent to terminate any Pension Plan or any action taken by any Sponsor or any of its ERISA Affiliates to terminate any Plan;
(including iii) the giving institution by PBGC of written notice thereof); that proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified receipt by any Credit PartySponsor, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Loan Party or any of their respective Subsidiaries ERISA Affiliates of a notice from a Multiemployer Plan that such action has received been taken by PBGC with respect to any such Multiemployer Plan;
(iv) the complete or partial withdrawal from a Multiemployer Plan or by any notices described in Section 101(l) of ERISA that Sponsor, any Credit Loan Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; providedERISA Affiliates, as applicable, that if results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by any Credit Sponsor, any Loan Party or any of their respective Subsidiaries has not requested such documents or notices ERISA Affiliates, as applicable, of notice from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan that it is in insolvency pursuant to which an Section 4245 of ERISA Affiliate contributes or that it intends to terminate or has terminated under Section 4041A of ERISA;
(v) the institution of a proceeding by a fiduciary of any obligationMultiemployer Plan against any Sponsor, actual or contingent, to make any contribution or payment, if any Credit Loan Party or any of their respective Subsidiaries would reasonably be expected ERISA Affiliates, as applicable, to result in a Material Adverse Effect under such Multiemployer Planenforce Section 515 of ERISA; and
(vi) failure to satisfy Section 436 of the Code.
Appears in 2 contracts
Samples: Loan Agreement (Bluerock Homes Trust, Inc.), Loan Agreement (Bluerock Residential Growth REIT, Inc.)
ERISA. As soon as possible and, in any event, within ten (a10) Promptly days after VHS Holdco I, any Credit Party Subsidiary of VHS Holdco I or any of their respective Subsidiaries ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events (except to the extent that individually or in the aggregate would occurrence of any of the following could not reasonably be expected to result in a Material Adverse Effectliability, loss or claim that could reasonably be expected to have a material adverse effect on the Borrower business, assets, liabilities, operations or condition (financial or otherwise) of VHS Holdco I and its Subsidiaries taken as a whole), VHS Holdco I will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized Officer of the Borrower VHS Holdco I setting forth the full details as to such occurrence and the action, if any, that such Credit PartyVHS Holdco I, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit PartyVHS Holdco I, such Subsidiary the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect has occurred (except to the extent that VHS Holdco I has previously delivered to the Lenders a Pension Plan has occurredcertificate and notices (if any) concerning such event pursuant to the next clause hereof); that a failure to satisfy meet the minimum funding standard standards of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) , has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code or Section 302 of ERISA with respect to a Pension Plan; that any contribution required to be made with respect to a Multiemployer Plan has not been timely made; that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will proceedings may be or have been instituted to terminate any Pension or appoint a trustee to administer a Plan (including the giving which is subject to Title IV of written notice thereof)ERISA; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, VHS Holdco I or any Subsidiary thereof of VHS Holdco I will or may incur any ERISA Affiliate of its intention to appoint a trustee to administer material liability (including any Pension Plan; that any Credit Partyindirect, any Subsidiary thereof contingent, or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212(c) of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA. VHS Holdco I will deliver to the Administrative Agent upon request of the Administrative Agent (bi) Promptly following any reasonable request by any Agent therefora complete copy of the annual report (on Internal Revenue Service Form 5500-series) of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service and (ii) copies of any records, documents described in Section 101(k) of ERISA or other information that any Credit Party or any of their respective Subsidiaries has received must be furnished to the PBGC with respect to any Multiemployer Plan pursuant to Section 4010 of ERISA. In addition to any certificates or notices delivered to the Lenders pursuant to the first sentence hereof, any records, documents or other information required to be furnished to the PBGC, and any material notices received by VHS Holdco I, any Subsidiary of VHS Holdco I or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received Affiliate with respect to any Multiemployer Plan; providedPlan shall be delivered to the Lenders no later than ten (10) days after the date such records, that if documents and/or information has been furnished to the PBGC or such notice has been received by any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer PlanBorrower, the applicable Credit Party Subsidiary or the applicable Subsidiary(ies)ERISA Affiliate, upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planas applicable.
Appears in 2 contracts
Samples: Credit Agreement (Vanguard Health Systems Inc), Credit Agreement (Vanguard Health Systems Inc)
ERISA. (a) Promptly after any Credit Party or any of their respective Subsidiaries knows The Company shall maintain the minimum funding standard for each Employment Compensation Plan as required by Section 412 of the occurrence (Code for any plan year unless a waiver of such standard is sought or expected occurrencegranted pursuant to Section 412(d) of the Code, and no Employment Compensation Plan shall be terminated or be the subject of termination proceedings under ERISA, and the Company or a Subsidiary or an ERISA Affiliate shall pay the full amount of any installment required under Section 412(m) of the following Code and none of the foregoing shall incur any liability to or on account of any Employment Compensation Plan under Section 4062, 4063, 4064, 4201 or 4204 of ERISA, or permit to occur as a result of any such event or events a liability or a material risk of incurring a liability to the PBGC or a Plan, to the extent that individually the same could have a material or adverse effect upon the business, operations or financial condition of the Company or a Subsidiary.:
(b) As soon as possible and in any event within 10 days after the aggregate would reasonably Company or a Subsidiary knows or has reason to know that a Reportable Event has occurred, that any payment required to be expected made under Section 412 of the Code is not made before the due date, that an accumulated funding deficiency has been incurred or an application may be or has been made to result in the Secretary of the Treasury for a Material Adverse Effectwaiver of the minimum funding standard under Section 412 of the Code with respect to a Plan, that an Employment Compensation Plan has been or may be terminated, that proceedings may be or have been instituted to terminate a Plan, or that the Company, a Subsidiary or an ERISA Affiliate will or may incur any liability to or on account of the Employment Compensation Plan under Sections 4062, 4063, 4064, 4201 or 4204 of ERISA, the Borrower Company will deliver to the Agents and each Lender a certificate of TDF an Authorized Officer of the Borrower Officer's Certificate setting forth details as to such occurrence and the action, if any, that such Credit Partywhich the Company, such the Subsidiary or an the ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) given to or be filed with or by such Credit Partythe Company, such Subsidiary the Subsidiary, the ERISA Affiliate, the PBGC or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) plan administrator with respect thereto: that . Copies of any notices required to be delivered to TDF under the preceding sentence shall be delivered no later than 10 days after the later of (i) the date such report or notice has been filed with the Internal Revenue Service or the PBGC and (ii) notice has been received by the Company or the Subsidiary. The Company will, as soon as possible and in any event within 60 days of filing, furnish to TDF a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 copy of the Code or Section 302 annual report of ERISA each Employment Compensation Plan (whether or not waived in accordance with Section 412(cForm 5500) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is required to be made to filed with the Secretary of the Treasury for Internal Revenue Service, including a waiver or modification of the minimum funding standard (including any required installment payments) or an extension copy of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result actuarial valuation prepared in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Planconnection therewith.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plan.
Appears in 2 contracts
Samples: Letter of Credit and Reimbursement Agreement (Maxxam Inc), Letter of Credit and Reimbursement Agreement (Maxxam Inc)
ERISA. (a) Promptly As soon as possible and, in any event, within 10 days after any Credit Party the Borrower or any Subsidiary of their respective Subsidiaries the Borrower or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events to the extent that individually one or in the aggregate would more of such events is reasonably be expected likely to result in a Material Adverse Effectmaterial liability to the Borrower or any Subsidiary of the Borrower, the Borrower will deliver to each of the Agents and each Lender Banks a certificate of an the chief financial officer or other Authorized Officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Partywhich the Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; , that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a contribution required to be made to a Plan, Multiemployer Plan or Foreign Pension Plan has not been timely made; that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code; that proceedings may be or have been instituted by the PBGC to terminate any Pension Plan (including the giving of written notice thereof)or appoint a trustee to administer a Plan; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of the Borrower or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would could reasonably be expected to result in the requirement that incur any Credit Party furnish a bond material liability (including any contingent or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA or with respect to a Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409, 502(i) or 502(l) of ERISA; or that there the Borrower or any Subsidiary of the Borrower has been a failure to comply with ERISAor may incur any material liability under any Retiree Welfare Plan or Foreign Pension Plan. At the request of any Bank, the Code Borrower will deliver to such Bank a complete copy of the annual report (Form 5500) of each Plan required to be filed with the Internal Revenue Service. In addition to any certificates or other Applicable Law with respect notices delivered to a Plan.
(b) Promptly following any reasonable request by any Agent thereforthe Banks pursuant to the first sentence hereof, copies of annual reports and any documents described in Section 101(k) of ERISA that any Credit Party notices received by the Borrower or any Subsidiary of their respective Subsidiaries has received the Borrower or any ERISA Affiliate with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party Foreign Pension Plan shall be delivered to the Banks no later than 10 days after the date such report has been filed with the Internal Revenue Service or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from by the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party Borrower or the applicable Subsidiary(ies), upon Subsidiary or the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer PlanAffiliate.
Appears in 2 contracts
Samples: Credit Agreement (Safelite Glass Corp), Credit Agreement (Carcomp Services Inc)
ERISA. (a) Promptly Comply in all material respects with the applicable provisions of ERISA and (b) furnish to the Administrative Agent, the Senior Managing Agents, the Managing Agents, the Fronting Bank, the Swingline Lender and each Lender (i) as soon as possible after, and in any event within 30 days after any Credit Party Responsible Officer of JSC, JSCE or the Borrower or any ERISA Affiliate either knows or has reason to know that any Reportable Event has occurred that alone or together with any other Reportable Event could reasonably be expected to result in liability of JSC, JSCE or the Borrower or any of their respective Subsidiaries knows to the PBGC in an aggregate amount exceeding $5,000,000, a copy of the occurrence (or expected occurrence) notice of any of the following events that individually or in the aggregate would reasonably such event required to be expected to result in a Material Adverse Effect, the Borrower will deliver given to the Agents and each Lender PBGC or, if notice is not so required, a certificate statement of an Authorized a Financial Officer of JSC, JSCE or the Borrower Borrower, as the case may be, setting forth details as to in reasonable detail the nature of such occurrence event and the action, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes action proposed to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) be taken with respect thereto: that , (ii) promptly after receipt thereof, a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension copy of any amortization period under Section 412 notice JSC, JSCE or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof Borrower or any ERISA Affiliate may receive from the PBGC relating to the intention of its intention the PBGC to terminate any Plan or Plans (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a trustee to administer any Pension Plan; that any Credit PartyPlan or Plans, any Subsidiary thereof or any ERISA Affiliate has failed (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
, a copy of such notice and a statement of a Financial Officer of JSC, JSCE or the Borrower, as the case may be, setting forth in reasonable detail the nature of such failure and the action proposed to be taken with respect thereto and (biv) Promptly following promptly and in any reasonable request event within 30 days after receipt thereof by any Agent thereforJSC, copies of any documents described in Section 101(k) of ERISA that any Credit Party JSCE or the Borrower or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices Affiliate from the administrator or sponsor of the applicable a Multiemployer Plan, the applicable Credit Party a copy of each notice received by JSC, JSCE or the applicable Subsidiary(ies), upon Borrower or any ERISA Affiliate concerning (A) the request therefor by any Agent, shall promptly make imposition of Withdrawal Liability or (B) a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, determination that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes is, or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be is expected to result be, terminated or in a Material Adverse Effect under such Multiemployer Planreorganization, in each case within the meaning of Title IV of ERISA.
Appears in 2 contracts
Samples: Credit Agreement (Jefferson Smurfit Corp /De/), Credit Agreement (Jsce Inc)
ERISA. (a) Promptly after any Credit Party or any of their respective Subsidiaries knows None of the occurrence (Borrower, any Subsidiary and any ERISA Affiliate maintains or expected occurrence) contributes to any Plan other than those listed on Schedule B. Each Plan has been and is being maintained and funded in accordance with its terms and in compliance with all provisions of any ERISA and the Code applicable thereto. The Borrower, each of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect, the Borrower will deliver to the Agents Subsidiaries and each Lender a certificate of an Authorized Officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes have fulfilled all obligations related to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard standards of Section 412 ERISA and the Internal Revenue Code for each Plan, are in compliance with the currently applicable provisions of ERISA and of the Internal Revenue Code or Section 302 of ERISA and have not incurred any liability (whether or not waived in accordance with Section 412(cother than routine liability for premiums) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; . No Termination Event has occurred nor has any other event occurred that steps will may result in a Termination Event. No event or events have occurred in connection with which the Borrower, any of the Subsidiaries, any ERISA Affiliate, any fiduciary of a Plan or any Plan, directly or indirectly, could be subject to any liability, individually or in the aggregate, under ERISA, the Internal Revenue Code or any other Requirement of Law or under any agreement, instrument, statute, rule of law or regulation pursuant to or under which any such entity has agreed to indemnify or is required to indemnify any person against liability incurred under, or for a violation or failure to satisfy the requirements of, any such statute, regulation or order. The Borrower has delivered or caused to be delivered to the Agent: (i) a copy of each Plan (or, where any such plan is not in writing, a complete description thereof) (and, if applicable, related trust agreements or other funding instruments) and all amendments thereto, all written interpretations thereof and written descriptions thereof that have been instituted distributed to terminate any Pension Plan employees or former employees of the Borrower or the Subsidiaries; (including ii) the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed most recent determination letter issued by the Internal Revenue Service with respect to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer each Plan; that (iii) for the PBGC has notified three most recent plan years, Annual Reports on Form 5500 Series required to be filed with any Credit Partygovernmental agency for each Plan; (iv) all actuarial reports prepared for the last three plan years for each Plan; (v) a listing of all Multiemployer Plans, any Subsidiary thereof with the aggregate amount of the most recent annual contributions required to be made by the Borrower or any ERISA Affiliate to each such plan and copies of its intention the collective bargaining agreements requiring such contributions; (vi) any information that has been provided to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof the Borrower or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 regarding withdrawal liability under any Multiemployer Plan; and (vii) the aggregate amount of the Code with respect most recent annual payments made to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in former employees of the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof Borrower or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) under any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Retiree Health Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plan.
Appears in 2 contracts
Samples: Credit Agreement (Riverside Group Inc/Fl), Credit Agreement (Wickes Lumber Co /De/)
ERISA. As soon as possible and, in any event, within ten (a10) Promptly days after the Parent, any Credit Party Subsidiary of the Parent or any of their respective Subsidiaries ERISA Affiliate knows of the or has reason to know that any contribution required to be made with respect to a Plan or Foreign Pension Plan has not been timely made, except where such occurrence (or expected occurrence) of any of the following events that would not, either individually or in the aggregate would aggregate, reasonably be expected to result in have a Material Adverse Effect, the Borrower Parent will deliver to each of the Agents and each Lender Lenders a certificate of an Authorized Officer Representative of the Borrower Parent setting forth the full details as to such occurrence and the action, if any, that such Credit Partythe Parent, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (requiredrequired or proposed to be given or filed by the Parent, proposed such Subsidiary, the Plan administrator or otherwise) given such ERISA Affiliate to or filed with any government agency, or a Plan participant and any notices received by such Credit Partythe Parent, such Subsidiary or ERISA Affiliate from any government agency, or a Plan participant with respect thereto Upon request by the Administrative Agent or any Lender, the Parent will deliver to the Administrative Agent or each such Lender, as the case may be, a complete copy of the annual report (on Internal Revenue Service Form 5500-series) of each Plan (including, to the extent reasonably obtainable required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service. The Parent and each of its applicable Subsidiaries shall ensure that all Foreign Pension Plans administered by it obtains or retains (as applicable) registered status under and as required by applicable law and is administered in a Credit Party) timely manner in all respects in compliance with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a all applicable laws except where the failure to satisfy the minimum funding standard of Section 412 do any of the Code or Section 302 of ERISA (whether or foregoing would not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is be reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer PlanEffect.
Appears in 2 contracts
Samples: Credit Agreement (Atwood Oceanics Inc), Credit Agreement (Atwood Oceanics Inc)
ERISA. (a) Promptly As soon as possible and, in any event, within 10 days after any Credit Party the Borrower or any of their respective its Subsidiaries or ERISA Affiliates knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower will deliver to each of the Agents and each Lender Banks a certificate of an Authorized Officer the chief financial officer of the Borrower setting forth details as to such occurrence and the such action, if any, that such Credit Partywhich the Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such Subsidiary the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant (other than notices relating to an individual participant's benefits) or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code deficiency has been incurred or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or an application is reasonably likely to occur) with respect to a Pension Plan be or an application is to be has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan which has an Unfunded Current Liability has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability and there is a failure to make a required contribution, which gives rise to a lien under ERISA or the Code; that proceedings are reasonably likely to be or have been instituted to terminate any Pension a Plan (including the giving of written notice thereof)which has an Unfunded Current Liability; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer will or may incur any Pension Plan; that any Credit Partyliability (including, any Subsidiary thereof contingent or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409, 502(l) or 502(l) of ERISA or that the Borrower or any Subsidiary or Holdings may incur any material liability pursuant to any employee welfare benefit plan (bas defined in Section 3(1) Promptly following of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any reasonable employee pension benefit plan (as defined in Section 3(2) of ERISA). Upon request by of a Bank, the Borrower will deliver to such Bank a complete copy of the annual report (Form 5500) of each Plan required to be filed with the Internal Revenue Service. In addition to any Agent thereforcertificates or notices delivered to the Banks pursuant to the first sentence hereof, copies of any documents described in Section 101(k) of ERISA that annual reports and any Credit Party other material notices received by Holdings, the Borrower or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA Subsidiary with respect to a Multiemployer Plan shall be delivered to which the Banks no later than 10 days after the later of the date such notice has been filed with the Internal Revenue Service or the PBGC, given to Plan participants (other than notices relating to an ERISA Affiliate contributes individual participant's benefits) or has any obligationreceived by Holdings, actual the Borrower or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer PlanSubsidiary.
Appears in 2 contracts
Samples: Revolving Credit Agreement (Universal Outdoor Holdings Inc), Consolidation and Amendment (Universal Outdoor Inc)
ERISA. (a) Promptly As soon as reasonably practicable after any Credit Party the Borrower or any of their respective the Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that that, individually or in the aggregate (including in the aggregate with such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), would be reasonably be expected likely to result in have a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized Officer or any other senior officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Partythe Borrower, such Restricted Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Partythe Borrower, such Subsidiary Restricted Subsidiary, such ERISA Affiliate, the PBGC, or a Multiemployer Plan administrator (provided that if such notice is given by the Multiemployer Plan administrator, it is given to any of the Borrower or any of the Restricted Subsidiaries or any ERISA Affiliate Affiliates thereof): (to the extent reasonably obtainable by a Credit Partya) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; (b) that there has been a failure to satisfy the minimum funding standard of under Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; (c) that a Multiemployer Pension Plan has been or is to be terminated, partitioned or declared insolvent terminated under Title IV of ERISAERISA (including the giving of written notice thereof); (d) that steps a condition shall exist with respect to a Pension Plan that has resulted or will result in a Lien under ERISA or the Code on the assets of any of the Borrower, any of the Restricted Subsidiaries or any ERISA Affiliate; (e) that proceedings will be or have been instituted by the PBGC to terminate any a Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or (f) that a proceeding has been instituted against a Credit Partythe Borrower, a Restricted Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; (g) that the PBGC has notified any Credit Partythe Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; (h) that any Credit Partythe Borrower, any Restricted Subsidiary thereof or any ERISA Affiliate has failed to make any required contribution or payment to a required installment or other payment pursuant to Multiemployer Plan; (i) that a determination has been made that any Pension Plan is in “at-risk” status within the meaning of Section 412 430 of the Code with respect to a Pension Planor Section 303 of ERISA or any Multiemployer Plan is in “endangered or critical status” within the meaning of Section 432 of the Code or Section 305 of ERISA; (j) that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit PartyBorrower, any Restricted Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 409, 502(i) 502(l), 515, 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212(c) of ERISA or Section 4971 or 4975 of the Code; (k) that a Multiemployer Plan is “insolvent” within the meaning of Section 4245 of ERISA; (l) that the termination of any Foreign Plan has occurred that gives rise to liability for the Borrower or any Restricted Subsidiary; or (m) that there has been a failure to comply any non-compliance with ERISA, the Code or other any funding requirements under Applicable Law with respect for any Foreign Plan has occurred. Such certificate and notice shall be provided as soon as reasonably practicable after the Borrower, any Restricted Subsidiary or any ERISA Affiliate knows or has reason to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies know of the occurrence of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planevent.
Appears in 2 contracts
Samples: Credit Agreement (Baldwin Insurance Group, Inc.), Credit Agreement (Baldwin Insurance Group, Inc.)
ERISA. As soon as possible and, in any event, within ten (a10) Promptly Business Days after Holdings, any Credit Party Restricted Subsidiary of Holdings or any of their respective Subsidiaries ERISA Affiliate knows of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower Holdings will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized Officer the chief financial officer of the Borrower Holdings setting forth the full details as to such occurrence and the action, if any, that such Credit PartyHoldings, such Restricted Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (requiredrequired or proposed to be given or filed by Holdings, proposed such Restricted Subsidiary, the Plan administrator or otherwise) given such ERISA Affiliate to or filed with the PBGC or any other governmental agency, or a Plan participant and any notices received by such Credit PartyHoldings, such Restricted Subsidiary or such ERISA Affiliate (to from the extent reasonably obtainable by PBGC or any other government agency, or a Credit Party) Plan participant with respect thereto: that (a) an ERISA Event or Canadian Pension Event has occurred that is reasonably expected to result in material liability to Holdings or any Restricted Subsidiary of Holdings; (b) there has been a Reportable Event with respect material increase in Unfunded Pension Liabilities since the date the representations hereunder are given, or from any prior notice, as applicable; (c) there has been a material increase over the approximately $8,700,000 of estimated withdrawal liability (as of the Initial Borrowing Date) under Section 4201 of ERISA, if Holdings, any Restricted Subsidiary of Holdings and the ERISA Affiliates were to a Pension withdraw completely from any and all Multiemployer Plans, (d) Holdings, any Restricted Subsidiary of Holdings or any ERISA Affiliate adopts, or commences contributions to, any Plan has occurred; that a failure subject to satisfy the minimum funding standard of Section 412 of the Code Code, or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect adopts any amendment to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant subject to Section 412 of the Code which results in a material increase in contribution obligations of Holdings, any Restricted Subsidiary or any ERISA Affiliate, (e) that a contribution required to be made with respect to a Foreign Pension PlanPlan has not been timely made which failure is reasonably likely to result in a material liability; or (f) that any action a Foreign Pension Plan has occurred with respect been or is reasonably expected to a Plan which would be terminated, reorganized, partitioned or declared insolvent and such event is reasonably be expected to result in material liability to Holdings or any Restricted Subsidiary. Holdings will also deliver to the requirement that any Credit Party furnish Administrative Agent, upon request by the Administrative Agent, a bond complete copy of the annual report (on Internal Revenue Service Form 5500-series) of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a PlanGovernmental Authority.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plan.
Appears in 2 contracts
Samples: Credit Agreement (Bway Parent Company, Inc.), Credit Agreement (Phoenix Container, Inc.)
ERISA. (a) Promptly after any Credit Party or any of their respective Subsidiaries knows of the occurrence (or expected occurrence) of any of Borrower shall deliver to Agent and Lenders, at Borrower's expense, the following events information as and when provided below:
(i) as soon as possible, and in any event within twenty (20) days after Borrower or an ERISA Affiliate of Borrower knows or has reason to know that individually or in the aggregate would reasonably be expected to result in a Material Adverse EffectTermination Event has occurred, the Borrower will deliver to the Agents and each Lender a certificate of written statement from an Authorized Officer of the Borrower setting forth details as to describing such occurrence Termination Event and the action, if any, that which Borrower or such Credit PartyERISA Affiliate of Borrower has taken, such Subsidiary is taking or proposes to take with respect thereto, and when known, any action taken or threatened by the Internal Revenue Service ("IRS"), the Department of Labor ("DOL") or PBGC with respect thereto;
(ii) as soon as possible, and in any event within thirty (30) days, after Borrower or an ERISA Affiliate is required of Borrower knows or proposes has reason to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: know that a Reportable Event prohibited transaction (defined in Section 406 of ERISA and Section 4975 of the Internal Revenue Code) has occurred, a statement from an Authorized Officer of Borrower describing such transaction;
(iii) promptly after the filing thereof with the DOL, IRS or PBGC, copies of each annual report, including schedule B thereto, filed with respect to each Pension Plan;
(iv) promptly after the filing thereof with the IRS, a copy of each funding waiver request filed with respect to any Pension Plan and all communications received by Borrower or any ERISA Affiliate of Borrower with respect to such request;
(v) promptly upon the occurrence thereof, notification of any increases in the benefits of any existing Pension Plan or the establishment of any new Pension Plan or the commencement of contributions to any Pension Plan to which Borrower or any ERISA Affiliate of Borrower was not previously contributing;
(vi) promptly upon, and in any event within ten (10) Business Days after, receipt by Borrower or an ERISA Affiliate of Borrower of the PBGC's intention to terminate a Pension Plan has occurredor to have a trustee appointed to administer a Pension Plan, copies of each such notice;
(vii) promptly upon, and in any event within ten (10) Business Days after, receipt by Borrower or an ERISA Affiliate of Borrower of an unfavorable determination letter from the IRS regarding the qualification of a Pension Plan under Section 401(a) of the Internal Revenue Code, copies of such letter;
(viii) promptly upon, and in any event within ten (10) Business Days after, receipt by Borrower or an ERISA Affiliate of Borrower of a notice from a Multiemployer Plan regarding the imposition of withdrawal liability, copies of such notice; that and
(ix) promptly upon, and in any event within twenty (20) Business Days after either Borrower or an ERISA Affiliate of Borrower fails to make a failure to satisfy the minimum funding standard required installment under Subsection (m) of Section 412 of the Code or any other payment required under Section 302 412 on or before the due date for such installment or payment, a notification of such failure. Borrower shall, and shall cause each of its ERISA Affiliates to, (a) keep in full force and affect any Pension Plans that are presently in existence or may, from time to time, come into existence, (b) make contributions to all Pension Plans in a timely manner and in a sufficient amount to comply with the requirements of the Pension Plans, the Code and ERISA, (c) comply with all requirements of ERISA and the Code which relate to all Pension Plans and (whether d) notify each Lender immediately upon receipt by Borrower or not waived in accordance with Section 412(c) any of its ERISA Affiliates of any notice of the Code institution of any proceeding or Section 302(c) other action which may result in the termination of ERISA) has occurred (or is reasonably likely to occur) with respect to a any Pension Plan or an application is where there may constitute a Termination Event. Borrower shall, and shall cause each of its ERISA Affiliates to, make any and all payments to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof Borrower or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed may be required to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that under any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect agreement relating to any Multiemployer Plan or any notices described law pertaining thereto, except for any such payments being contested in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor Good Faith by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planappropriate proceedings.
Appears in 2 contracts
Samples: Loan and Security Agreement (Webco Industries Inc), Loan and Security Agreement (Webco Industries Inc)
ERISA. Promptly (aand in any event within 30 days) Promptly after any Credit Party the ----- Company or any of their respective its Subsidiaries knows of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender a certificate of an Authorized Officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to a any Pension Plan has occurred; , that any Pension Plan is or may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA or that the Company or any of its Subsidiaries will or may incur any liability under Section 4062, 4063, 4064, 4201 or 4204 of ERISA or promptly upon becoming aware of the occurrence of any (i) event requiring the Company or any of its Subsidiaries to provide security to a Pension Plan under Section 401 (a) (29) of the Code, (ii) "prohibited transaction", as such term is defined in Section 4975 of the Code or in Section 406 of ERISA, in connection with any employee benefit plan maintained or contributed to by the Company or any of its Subsidiaries or any trust created thereunder for which a statutory or administrative exemption is not available, (iii) notice of intent to terminate a Pension Plan or Pension Plans having been filed under Title IV of ERISA by the Company, any Subsidiary or any ERISA Affiliate, any Pension Plan administrator or any combination of the foregoing, (iv) institution of proceedings by the PBGC to terminate or to cause a trustee to be appointed to administer any Pension Plan, (v) partial or complete withdrawal by the Company, any Subsidiary or any ERISA Affiliate from any Multiemployer Pension Plan, (vi) institution of proceedings by a fiduciary of any Multiemployer Pension Plan against the Company or any of its Subsidiaries to enforce Section 515 of ERISA and such proceeding shall not have been dismissed within 30 days thereafter, (vii) failure of the Company, any Subsidiary or any ERISA Affiliate to satisfy make a required installment under Section 412(m) of the Code or any other payment required under Section 412 of the Code or to pay any amount which it shall have become liable to pay to the PBGC or to a Pension Plan under Title IV of ERISA on or before the due date, (viii) application by the Company, any Subsidiary or any ERISA Affiliate for a waiver of the minimum funding standard of under Section 412 of the Code or Section 302 of ERISA ERISA, or (whether or not waived ix) "reorganization" (as defined in accordance with Section 412(c) 418 of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps ) of any Multiemployer Pension Plan, the Company will deliver to each holder of Securities, a certificate of the chief financial officer of the Company, setting forth information as to such occurrence and what action, if any, the Company is required or proposes to take with respect thereto. The Company shall also deliver to each holder of Securities any notices concerning such occurrences which are (a) required to be filed by the Company or have been instituted the plan administrator of any such Pension Plan controlled by the Company or any of its Subsidiaries with the PBGC, or (b) received by the Company or any of its Subsidiaries from any plan administrator of a Multiemployer Pension Plan not under their control. The Company shall furnish to terminate each holder of Securities a copy of each annual report (Form 5500 Series, excluding Schedule SSA) of any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary received or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof prepared by it or any ERISA Affiliate of its intention Subsidiaries. Each annual report and any notice required to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 be delivered hereunder shall be delivered no later than 30 days after the later of the Code date such report or notice is filed with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond Internal Revenue Service or other security to the PBGC or the date such Plan; that any Credit Party, any Subsidiary thereof report or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, notice is received by the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party Company or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; providedits Subsidiaries, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from as the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plancase may be.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Us Legal Support Inc), Securities Purchase Agreement (Us Legal Support Inc)
ERISA. (a) Promptly after any Credit Loan Party or any of their respective Subsidiaries ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that that, individually or in the aggregate would (including in the aggregate such events previously disclosed or exempt from disclosure hereunder, to the extent the liability therefor remains outstanding), could reasonably be expected to result in have a Material Adverse Effect, the Borrower will deliver to the Agents Administrative Agent and each Lender of the Lenders a certificate of an Authorized a Company Financial Officer of the Borrower setting forth details as to such occurrence and the action, if any, that the Loan Party or such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit the Loan Party, such Subsidiary ERISA Affiliate, the PBGC, a Plan participant (other than notices relating to any individual participant’s benefits) or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 of the Code (or Section 430 of the Code as amended by the Pension Protection Act of 2006) with respect to a Pension Plan; that a Multiemployer Plan having an Unfunded Current Liability has been or is to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan ERISA (including the giving of written notice thereof); that any Credit Party, Subsidiary a Plan has an Unfunded Current Liability that has or will result in a lien under ERISA Affiliate has failed or the Code; that proceedings will be or have been instituted to make any required contribution to terminate a Multiemployer Plan, or Plan having an Unfunded Current Liability (including the giving of written notice thereof); that a proceeding has been instituted against a Credit Party, a Subsidiary thereof Loan Party or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof a Loan Party or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof a Loan Party or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; or that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Loan Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 409, 502(i), 502(l), 515, 4062, 4063, 4064, 4069 4069, 4201 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) 4204 of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan Section 4971 or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor 4975 of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer PlanCode.
Appears in 2 contracts
Samples: Debtor in Possession Credit Agreement (Millennium Chemicals Inc), Debtor in Possession Credit Agreement (Equistar Chemicals Lp)
ERISA. Borrower shall furnish to the Lender:
(a) Promptly and in any event within 10 days after any Credit Party the Borrower knows or any of their respective Subsidiaries knows has reason to know of the occurrence (or expected occurrence) of any a Reportable Event with respect to a Plan with regard to which notice must be provided to the PBGC, a copy of such materials required to be filed with the PBGC with respect to such Reportable Event and in each such case a statement of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender a certificate of an Authorized Officer chief financial officer of the Borrower setting forth details as to such occurrence Reportable Event and the actionaction that the Bxxxxxxx proposes to take with respect thereto;
(b) Promptly and in any event within 10 days after the Borrower knows or has reason to know of any condition existing with respect to a Plan that presents a material risk of termination of the Plan, if anyimposition of an excise tax, that requirement to provide security to the Plan or incurrence of other liability by the Borrower or any ERISA Affiliate, a statement of the chief financial officer of the Borrower describing such Credit Partycondition;
(c) At least ten (10) days prior to the filing by any plan administrator of a Plan of a notice of intent to terminate such Plan, a copy of such Subsidiary notice;
(d) Promptly and in no event more than ten (10) days after the filing thereof with the Secretary of the Treasury, a copy of any application by the Borrower or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code Code;
(e) Promptly and in no event more than ten (10) days after the filing thereof with respect to a Pension Plan; the Internal Revenue Service, copies of each annual report that a Multiemployer Plan has been or is to be terminatedfiled on Form 5500, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension together with certified financial statements for the Plan (including if any) as of the giving end of written notice thereof); such year and actuarial statements on Schedule B to such Form 5500;
(f) Promptly and in any event within ten (10) days after it knows or has reason to know of any event or condition that might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, a statement of the chief financial officer of the Borrower describing such event or that a proceeding has been instituted against a Credit Partycondition;
(g) Promptly and in no event more than ten (10) days after receipt thereof by the Borrower or any ERISA Affiliate, a Subsidiary thereof copy of each notice received by the Borrower or an ERISA Affiliate pursuant to concerning the imposition of any withdrawal liability under Section 515 4202 of ERISA to collect ERISA; and Promptly after receipt thereof a delinquent contribution to a Multiemployer Plan; that copy of any notice the PBGC has notified any Credit Party, any Subsidiary thereof Borrower or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to may receive from the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received Internal Revenue Service with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Multi-employer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, furtherhowever, that this paragraph (b) Section 7.120 shall also not apply to all documents and notices described in Section 101(k) of general application promulgated by the PBGC or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planthe Internal Revenue Service.
Appears in 1 contract
ERISA. (a) Promptly Except to the extent that a different reporting obligation is set forth elsewhere in this Agreement in connection with the events described in this Section 7.07, within 15 Business Days after the REIT, any Credit Party Subsidiary of the REIT or any of their respective Subsidiaries ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectevents, the Borrower REIT will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized Financial Officer of the Borrower REIT setting forth the material details as to such occurrence and the action, if any, that such Credit Partythe REIT, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by the REIT, the Borrower, such Credit PartySubsidiary, such ERISA Affiliate, the PBGC, a Plan participant or the Plan administrator with respect thereto: (i) except as would not be material, that a Reportable Event has occurred (except to the extent that the REIT has previously delivered to the Administrative Agent a certificate and notices (if any) concerning such event pursuant to the next clause hereof); (ii) that a contributing sponsor (as
(i) a complete copy of the annual report (Form 5500) of each Single Employer Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed by the REIT or any of its Subsidiaries with the Internal Revenue Service and (ii) copies of any records, documents or other information that must be furnished to the PBGC with respect to any Plan pursuant to Section 4010 of ERISA. In addition to any certificates or notices delivered to the Administrative Agent pursuant to the first sentence hereof, copies of annual reports and any material notices received by the REIT, the Borrower, any Subsidiary of the REIT or the Borrower or any ERISA Affiliate with respect to any Plan or Multiemployer Plan shall be delivered to the Administrative Agent (with sufficient copies for each Bank) no later than 15 Business Days after the date such report has been filed with the Internal Revenue Service or such notice has been received by the REIT, the Borrower, such Subsidiary or such ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminatedAffiliate, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Planas applicable.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plan.
Appears in 1 contract
Samples: Credit Agreement (Eldertrust)
ERISA. (a) Promptly As soon as possible and, in any event, within 20 days after any Credit Party the Borrowers or any of their respective Restricted Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower Borrowers will deliver to the Agents Administrative Agent, and the Administrative Agent shall promptly forward to each Lender Bank a certificate of an Authorized Officer Representative of the Borrower Borrowers setting forth details as to such occurrence and the action, if any, that such Credit Partythe Borrowers, such Restricted Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrowers, such Subsidiary Restricted Subsidiary, the ERISA Affiliate, the PBGC, or ERISA Affiliate (to a Plan participant or the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is likely to be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan, Multiemployer Plan and/or a Spunoff Plan; that a contribution required to be made to a Plan, Multiemployer Plan and/or Foreign Pension Plan has not been timely made; that a Plan, Multiemployer Plan and/or a Spunoff Plan has been or is reasonably expected to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan, Multiemployer Plan and/or a Spunoff Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code; that proceedings are likely to be or have been instituted or notice has been given to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed appoint a trustee to make any required contribution to administer a Multiemployer Plan, or Multiemployer Plan and/or a Spunoff Plan; that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer PlanPlan if material in amount; that the PBGC has notified any Credit PartyBorrowers, any Subsidiary thereof of their respective Restricted Subsidiaries or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would is reasonably be expected to result in the requirement that incur any Credit Party furnish a bond material liability (including any indirect, contingent or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan or Plan, Multiemployer Plan pursuant to and/or a Spunoff Plan under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
, Multiemployer Plan and/or a Spunoff Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA; or except as disclosed on Schedule XIV, that the Borrowers or any Restricted Subsidiary is reasonably expected to incur any liability pursuant to any employee welfare benefit plan (bas defined in Section 3(1) Promptly following of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any reasonable request by employee pension benefit plan (as defined in Section 3(2) of ERISA) which liability, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Upon request, the Borrowers will deliver to each of the Banks a complete copy of the annual report (Form 5500) of each Plan (including, to the extent required to be filed with the Internal Revenue Service in connection with such annual report, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service. In addition to any Agent thereforcertificates or notices delivered to the Banks pursuant to the first sentence hereof, copies of such annual reports and any documents described in Section 101(k) of ERISA that any Credit Party material notices received by the Borrowers or any of their respective Restricted Subsidiaries has received or any ERISA Affiliate with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, Spunoff Plan and/or Foreign Pension Plan shall be delivered to the applicable Credit Party Banks no later than 20 days after the date such report has been requested or such notice has been received by the Borrowers, the Restricted Subsidiary or the applicable Subsidiary(ies)ERISA Affiliate, upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies as applicable. For purposes of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plan.Section
Appears in 1 contract
Samples: Credit Agreement (Furniture Brands International Inc)
ERISA. Each Borrower shall deliver to the Agent for the benefit of the Lenders, at the such Borrower's expense, the following information at the times specified below:
(a) Promptly within ten (10) days after any Credit Party or any a request by the Agent, copies of their respective Subsidiaries knows of the occurrence each annual report (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectform 5500 series), the Borrower will deliver to the Agents and each Lender a certificate of an Authorized Officer of the Borrower setting forth details as to such occurrence and the actionincluding Schedule B thereto, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to each Title IV Plan;
(b) within ten (10) days after a Pension Plan has occurred; that a failure to satisfy request by the minimum funding standard Agent, copies of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension each actuarial report for any Title IV Plan, Multiemployer Plan or an application is to be made to Retiree Welfare Plan and each annual report for any Multiemployer Plan;
(c) within ten (10) days upon the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension occurrence thereof, notification of any amortization period under Section 412 or 430 increase in the benefits of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under any existing Title IV Plan or the establishment of ERISA; that steps will be any new Title IV Plan or have been instituted the commencement of contributions to terminate any Pension Title IV Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Partywhich such Borrower, any Subsidiary thereof of such Borrower or any ERISA Affiliate was not previously contributing;
(d) concurrent with (i) the filing of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code notice with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan Reportable Event which requires by regulation 30 days advance notice and (ii) the date of the Reportable Event for any Reportable Event which by regulation post-event notice is required to be filed with the PBGC, a description of the facts and circumstances which constitute the Reportable Event for which a filing with the PBGC is required under Section 4043 of ERISA; and
(e) within three (3) days upon the occurrence thereof, any event or condition referred to in CLAUSES (i) THROUGH (vii) of SECTION 9.1(i), whether or not such event or condition shall constitute an Event of Default. Each Borrower and its Subsidiaries shall establish, maintain and operate all Plans to comply in all material respects with the provisions of ERISA, the Code, and all other Requirements of Law, other than to the extent that such Borrower or any notices described such Subsidiary (i) is in Section 101(lgood faith contesting by appropriate proceedings the validity or application of any such provision, law, rule, regulation or interpretation and (ii) of ERISA that any Credit Party has made an adequate reserve or any of their respective Subsidiaries has received other appropriate provision therefor as required in order to be in conformity with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer PlanGAAP.
Appears in 1 contract
Samples: Credit Agreement (Wellman Inc)
ERISA. (a) Promptly Comply in all material respects with the applicable provisions of ERISA and (b) furnish to the Agent, the Fronting Bank, the Swingline Lender and each Lender (i) as soon as possible, and in any event within 30 days after any Credit Party Responsible Officer of the Borrower or either Guarantor or any of their respective Subsidiaries ERISA Affiliate either knows of or has reason to know that any Reportable Event has occurred, as to which the occurrence (Borrower, either Guarantor, TAFSI or expected occurrence) of any of ERISA Affiliate was or is required to file a report with the following events PBGC, that individually alone or in the aggregate would together with any other Reportable Event could reasonably be expected to result in a Material Adverse Effectliability of the Borrower, the Borrower will deliver TAFSI, either Guarantor or any ERISA Affiliate to the Agents and each Lender PBGC in an aggregate amount exceeding $2,000,000, a certificate statement of an Authorized a Financial Officer of the Borrower setting forth details as to such occurrence Reportable Event and the actionaction proposed to be taken with respect thereto, together with a copy of the notice, if any, that of such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) Reportable Event given to or filed with or by such Credit Partythe PBGC, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by ii) promptly after receipt thereof, a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension copy of any amortization period under Section 412 notice the Borrower, TAFSI or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof either Guarantor or any ERISA Affiliate may receive from the PBGC relating to the intention of its intention the PBGC to terminate any Plan or Plans, (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a trustee to administer any Pension Plan; that any Credit PartyPlan or Plans, any Subsidiary thereof or any ERISA Affiliate has failed (iii) within 10 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
, a statement of a Financial Officer of the Borrower, TAFSI or such Guarantor, as applicable, setting forth details as to such failure and the action proposed to be taken with respect thereto, together with a copy of such notice given to the PBGC and (biv) Promptly following promptly and in any reasonable request event within 30 days after receipt thereof by any Agent thereforthe Borrower, copies of any documents described in Section 101(k) of ERISA that any Credit Party TAFSI or either Guarantor or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices Affiliate from the administrator or sponsor of the applicable a Multiemployer Plan, a copy of each notice received by the applicable Credit Party Borrower or any ERISA Affiliate concerning (A) the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make imposition of Withdrawal Liability or (B) a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, determination that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes is, or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be is expected to result be, terminated or in a Material Adverse Effect under such Multiemployer Planreorganization, in each case within the meaning of Title IV of ERISA.
Appears in 1 contract
Samples: Credit Agreement (Ta Operating Corp)
ERISA. The Partnership and the REIT covenant that they will, and will cause their Subsidiaries to, deliver to you promptly and in any event within ten (a10) Promptly days after any Credit Party it knows or any of their respective Subsidiaries knows has reason to know of the occurrence of any event of the type specified in clause (or expected occurrencexiv) of paragraph 7A notice of such event and the likely impact on the Partnership, the REIT and their Affiliates. In the event the Partnership, the REIT or any Affiliate of either have participated, now participates or will participate in any Plan or Multiemployer Plan, the Partnership and the REIT covenant that they will, and will cause any Affiliate to, deliver to you: (i) promptly and in any event within ten (10) Business Days after it knows or has reason to know of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender a certificate occurrence of an Authorized Officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that Plan, a failure copy of any materials required to satisfy be filed with the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) PBGC with respect to a Pension Plan or such Reportable Event, together with an application is Officer's Certificate of the Partnership and the REIT setting forth details as to be made such Reportable Event and the action which the Partnership and/or the REIT proposes to take with respect thereto; (ii) at least ten (10) Business Days prior to the Secretary filing by any plan administrator of a Plan of a notice of intent to terminate such Plan, a copy of such notice; (iii) promptly upon the reasonable request of a Significant Holder, and in no event more than ten (10) Business Days after such request, copies of each annual report on Form 5500 that is filed with the Internal Revenue Service, together with certified financial statements for the Plan (if any) as of the Treasury end of such year and actuarial statements on Schedule B to such Form 5500; (iv) promptly and in any event within ten (10) Business Days after it knows or has reason to know of any event or condition which might constitute grounds under section 4042 of ERISA for the termination of, or the appointment of a waiver or modification trustee to administer, any Plan, an Officer's Certificate of the minimum funding standard REIT and the Partnership describing such event or condition; (including v) promptly and in no event more than ten (10) Business Days after its or any required installment payments) or an extension ERISA Affiliate's receipt thereof, the notice concerning the imposition of any amortization period withdrawal liability under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV section 4202 of ERISA; that steps will be or have been instituted to terminate any Pension Plan and (including the giving of written notice vi) promptly after receipt thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 copy of ERISA to collect a delinquent contribution to a Multiemployer Plan; that any notice the PBGC has notified any Credit PartyPartnership, any Subsidiary thereof the REIT or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to either may receive from the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received Internal Revenue Service with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, furtherhowever, that this paragraph (b) 5N shall also not apply to all documents and notices described in Section 101(k) of general application promulgated by the PBGC or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planthe Internal Revenue Service.
Appears in 1 contract
Samples: Note Purchase Agreement (Mid America Apartment Communities Inc)
ERISA. Promptly (aand in any event within 30 days) Promptly after any Credit Party Holdings or any of their respective its Subsidiaries knows of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected has reason to result in a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender a certificate of an Authorized Officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: know that a Reportable Event with respect to a any Pension Plan has occurred; , that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a any Pension Plan is or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof Holdings or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof Subsidiaries will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will may incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section under Sections 4062, 4063, 4064, 4069 4201 or 4201 4204 of ERISA; ERISA or that there has been promptly upon becoming aware of the occurrence of any (i) event requiring Holdings or any of its Subsidiaries to provide security to a failure to comply with ERISAPension Plan under Section 401(a)(29) of the Code, (ii) "prohibited transaction", as such term is defined in Section 4975 of the Code or in Section 406 of ERISA, in connection with any Pension Plan or any trust created thereunder for which a statutory or administrative exemption is not available, (iii) notice of intent to terminate a Pension Plan or Pension Plans having been filed under Title IV of ERISA by Holdings or any of its Subsidiaries, any Pension Plan administrator or any combination of the foregoing, (iv) institution of proceedings by the PBGC to terminate or to cause a trustee to be appointed to administer any Pension Plan, (v) partial or complete withdrawal by Holdings or a Subsidiary from any multiemployer Pension Plan, (vi) institution of proceedings by a fiduciary of any Pension Plan against Holdings or any of its Subsidiaries to enforce Section 515 of ERISA and such proceeding shall not have been dismissed within 30 days thereafter, (vii) failure of Holdings or a Subsidiary to make a required installment under Section 412(m) of the Code or any other Applicable Law payment required under Section 412 of the Code or to pay any amount which it shall have become liable to pay to the PBGC or to a Pension Plan under Title IV of ERISA on or before the due date, (viii) application by Holdings or a Subsidiary for a waiver of the minimum funding standard under Section 412 of the Code or Section 302 of ERISA, or (ix) "reorganization" (as defined in Section 418 of the Code or Title IV of ERISA) of any Pension Plan which is a multiemployer Pension Plan, Holdings will deliver to each holder of Securities, a certificate of the chief financial officer of Holdings, setting forth information as to such occurrence and what action, if any, Holdings is required or proposes to take with respect thereto, together with any notices concerning such occurrences which are (a) required to a Plan.
be filed by Holdings or the plan administrator of any such Pension Plan controlled by Holdings or any of its Subsidiaries with the PBGC, or (b) Promptly following any reasonable request received by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party Holdings or any of its Subsidiaries from any plan administrator of a multiemployer or other Pension Plan not under their respective Subsidiaries has received with respect control. Holdings shall furnish to any Multiemployer Plan or any notices described in Section 101(leach holder of Securities a copy of each annual report (Form 5500 Series) of ERISA that any Credit Party Pension Plan received or prepared by it or any of their respective Subsidiaries has its Subsidiaries. Each annual report and any notice required to be delivered hereunder shall be delivered no later than 30 days after the later of the date such report or notice is filed with the Internal Revenue Service or the PBGC or the date such report or notice is received with respect to any Multiemployer Plan; provided, that if any Credit Party by Holdings or any of their respective Subsidiaries has not requested such documents or notices from its Subsidiaries, as the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plancase may be.
Appears in 1 contract
Samples: Securities Purchase Agreement (Massic Tool Mold & Die Inc)
ERISA. As soon as possible and, in any event, within ten (a10) Promptly days after VHS Holdco I, any Credit Party Subsidiary of VHS Holdco I or any of their respective Subsidiaries ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events (except to the extent that individually or in the aggregate would occurrence of any of the following could not reasonably be expected to result in a Material Adverse Effectliability, loss or claim that could reasonably be expected to have a material adverse effect on the Borrower business, assets, liabilities, operations or condition (financial or otherwise) of VHS Holdco I and its Subsidiaries taken as a whole), VHS Holdco I will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized Officer the chief financial officer of the Borrower VHS Holdco I setting forth the full details as to such occurrence and the action, if any, that such Credit PartyVHS Holdco I, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit PartyVHS Holdco I, such Subsidiary the Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect has occurred (except to the extent that VHS Holdco I has previously delivered to the Lenders a Pension Plan has occurredcertificate and notices (if any) concerning such event pursuant to the next clause hereof); that a failure to satisfy an accumulated funding deficiency, within the minimum funding standard meaning of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) , has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code or Section 303 or 304 of ERISA with respect to a Pension Plan; that any contribution required to be made with respect to a Multiemployer Plan has not been timely made; that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will proceedings may be or have been instituted to terminate any Pension or appoint a trustee to administer a Plan (including the giving which is subject to Title IV of written notice thereof)ERISA; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, VHS Holdco I or any Subsidiary thereof of VHS Holdco I will or may incur any ERISA Affiliate of its intention to appoint a trustee to administer material liability (including any Pension Plan; that any Credit Partyindirect, any Subsidiary thereof contingent, or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212(c) of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA. VHS Holdco I will deliver to the Administrative Agent upon request of the Administrative Agent (bi) Promptly following any reasonable request by any Agent therefora complete copy of the annual report (on Internal Revenue Service Form 5500-series) of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service and (ii) copies of any records, documents described in Section 101(k) of ERISA or other information that any Credit Party or any of their respective Subsidiaries has received must be furnished to the PBGC with respect to any Multiemployer Plan pursuant to Section 4010 of ERISA. In addition to any certificates or notices delivered to the Lenders pursuant to the first sentence hereof, any records, documents or other information required to be furnished to the PBGC, and any material notices received by VHS Holdco I, any Subsidiary of VHS Holdco I or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received Affiliate with respect to any Multiemployer Plan; providedPlan shall be delivered to the Lenders no later than ten (10) days after the date such records, that if documents and/or information has been furnished to the PBGC or such notice has been received by any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer PlanBorrower, the applicable Credit Party Subsidiary or the applicable Subsidiary(ies)ERISA Affiliate, upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planas applicable.
Appears in 1 contract
ERISA. (a) Promptly As soon as practicable and in any event within ten (10) days after any Credit Party Borrower or any of their respective its Subsidiaries or ERISA Affiliates knows or has reason to know that a Reportable Event has occurred with respect to any Plan (whether or not the requirement for notice of such Reportable Event has been waived by the occurrence (PBGC), deliver, or expected occurrence) of any of the following events that individually cause such Subsidiary or in the aggregate would reasonably be expected ERISA Affiliate to result in a Material Adverse Effectdeliver, the Borrower will deliver to the Agents and each Lender Administrative Agent a certificate of an Authorized Officer a responsible officer of Borrower or such Subsidiary or ERISA Affiliate, as the Borrower case may be, setting forth the details as to of such occurrence Reportable Event and the action, if any, that such Credit Party, which Borrower or such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given;
(requiredb) Upon the request of any Lender made from time to time, proposed deliver, or otherwise) given to or filed with or by such Credit Party, such cause each Subsidiary or ERISA Affiliate (to deliver, to each Lender a copy of the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event most recent actuarial report and annual report completed with respect to a Pension Plan any Plan;
(c) as soon as possible and in any event within ten (10) days after Borrower or any of its Subsidiaries or ERISA Affiliates knows or has occurred; reason to know that a failure to satisfy the minimum funding standard of Section 412 any of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has following have occurred (or is reasonably likely to occur) with respect to any Plan:
(i) such Plan has been terminated, reorganized, petitioned or declared insolvent under Title IV of ERISA,
(ii) the Plan Sponsor intends to terminate such Plan,
(iii) the PBGC has instituted or will institute proceedings under Section 515 of ERISA to collect a Pension delinquent contribution to such Plan or under Section 4042 of ERISA to terminate such Plan,
(iv) that an accumulated funding deficiency has been incurred or that an application is to be has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an on extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; Code,
(v) that a Multiemployer Plan has been Borrower or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof of Borrower, or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed will be required to make a required installment deficit reduction contribution under Code Section 412(l) to any Plan for any Plan year, or
(vi) Borrower or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate of Borrower has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under any employee welfare benefit plan (within the meaning of Section 3(1) of ERISA) that provides benefits to retired employees (other than as required by Section 601 of ERISA) or any employee pension benefit plans (as defined in Section 3(2) of ERISA), deliver, or cause such Subsidiary or ERISA Affiliate to deliver, to Administrative Agent a written notice thereof; and
(d) as soon as possible and in any event within thirty days after Borrower or any of its Subsidiaries or ERISA Affiliates knows that any of them has caused a complete withdrawal or partial withdrawal (within the meaning of Sections 4203 and 4205, respectively, of ERISA) from any Multiemployer Plan, deliver, or cause such Subsidiary or ERISA Affiliate to deliver, to Administrative Agent a written notice thereof. For purposes of this Section 7.7, Borrower shall be deemed to have knowledge of all facts known by the Plan Administrator of any Plan of which Borrower is the Plan Sponsor, and each Subsidiary and ERISA Affiliate of Borrower shall be deemed to have knowledge of all facts known by the Plan administrator of any Plan of which such Subsidiary or ERISA Affiliate, respectively, is a Plan Sponsor. In addition to its other obligations set forth in this Article VII, Borrower shall, and shall cause each of its Subsidiaries and ERISA Affiliates to:
(i) at the request of any Lender, deliver to such Lender (and a copy to Administrative Agent) a complete copy of the most recent annual report (Form 5500) of each Plan required to be filed with the Internal Revenue Service; and
(ii) at the request of any Lender, deliver to such Lender (and a copy to Administrative Agent) copies of the most recent annual reports and notices (as requested by such Lender) received by Borrower or any Subsidiary or any ERISA Affiliate with respect to any Plan no later than ten (10) days after the date of such request.
Appears in 1 contract
Samples: Credit Agreement (Huntsman Petrochemical Finance Co)
ERISA. (a) Promptly As soon as possible and, in any event, within 10 days after any Credit Party the Borrower knows or any of their respective Subsidiaries knows has reason to know of the occurrence (or expected occurrence) of any of the following events that individually or in the aggregate would reasonably be expected to result in a Material Adverse Effectfollowing, the Borrower will deliver to each of the Agents and each Lender Lenders a certificate of an Authorized Officer the chief financial officer or vice president of finance of the Borrower setting forth the full details as to such occurrence and the action, if any, that such Credit Partythe Borrower, such any Subsidiary of the Borrower or an any ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit Partythe Borrower, such any Subsidiary of the Borrower, any ERISA Affiliate, the PBGC, a Plan or ERISA Affiliate (to Multiemployer Plan participant or the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event has occurred (except to the extent that the Borrower has previously delivered to the Lender a certificate and notices (if any) concerning such event pursuant to the next clause hereof); that a contributing sponsor (as defined in Section 4001(a)(13) of ERISA) of a Plan subject to Title IV of ERISA is subject to the advance reporting requirement of PBGC Regulation Section 4043.61 (without regard to subparagraph (b)(1) thereof), and an event described in subsection .62, .63, .64, .65, .66, .67 or .68 of PBGC Regulation Section 4043 is reasonably expected to occur with respect to a Pension such Plan has occurredwithin the following 30 days; that a failure to satisfy an accumulated funding deficiency, within the minimum funding standard meaning of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) , has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is may reasonably be expected to be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code or Section 303 or 304 of ERISA with respect to a Pension Plan; that any contribution required to be made with respect to a Plan or Multiemployer Plan has not been timely made; that a Plan or Multiemployer Plan has been or is may reasonably be expected to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will a Plan has an Unfunded Current Liability which, when added to the aggregate amount of Unfunded Current Liabilities with respect to all other Plans, exceeds the aggregate amount of such Unfunded Current Liabilities that existed on the Restatement Effective Date by $100,000; that proceedings may reasonably be expected to be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof)or appoint a trustee to administer a Plan; that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; except as set forth on Annex III, that the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of the Borrower or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would may reasonably be expected to result in the requirement that incur any Credit Party furnish a bond material liability (including any indirect, contingent, or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incursecondary liability) any liability to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA or with respect to a group health plan (bas defined in Section 607(1) Promptly following of ERISA or Section 4980B(g)(2) of the Code) under Section 4980B of the Code; or, except as set forth on Annex III, that the Borrower or any reasonable Subsidiary of the Borrower may incur any material liability pursuant to any employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any Plan in addition to the liability that existed on the Restatement Effective Date pursuant to any such plan or plans. Upon request by any Agent thereforLender, the Borrower will deliver to such Lender a complete copy of the annual report (on Internal Revenue Service Form 5500-series) of each Plan (including, to the extent required, the related financial and actuarial statements and opinions and other supporting statements, certifications, schedules and information) required to be filed with the Internal Revenue Service. In addition to any certificates or notices delivered to the Lenders pursuant to the first sentence hereof, copies of any records, documents described in Section 101(k) or other information required to be furnished to the PBGC (other than any PBGC Form 1), and any material notices received by the Borrower, any Subsidiary of ERISA that any Credit Party the Borrower or any of their respective Subsidiaries has received ERISA Affiliate with respect to any Plan or Multiemployer Plan shall be delivered to the Lender no later than 10 days after the date such records, documents and/or information has been furnished to the PBGC or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries such notice has been received with respect to any Multiemployer Plan; providedby the Borrower, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party Subsidiary or the applicable Subsidiary(ies)ERISA Affiliate, upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planas applicable.
Appears in 1 contract
ERISA. NMLP shall (aand shall cause each of the NMLP Subsidiaries to) Promptly as soon as possible and, in any event, within ten (10) days after NMLP, any Credit Party NMLP Subsidiary or any of their respective Subsidiaries ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually which could have or in the aggregate would reasonably be expected to result in have a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender Agent a certificate of the an Authorized Officer executive officer of the Borrower NMLP setting forth details as to such occurrence and the action, if any, that such Credit Party, such the applicable NMLP or NMLP Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit PartyNMLP, such Subsidiary NMLP Subsidiary, the ERISA Affiliate, the PBGC, a Plan participant or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: (i) that a Reportable Event with respect to a Pension Plan has occurred; (ii) that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to may be or has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; (iii) that a Multiemployer contribution required to be made to a Plan has not been timely made; (iv) that a Plan has been or is to may be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; (v) that steps will a Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code; (vi) that proceedings may be or have been instituted to terminate any Pension Plan or appoint a trustee to administer a Plan; (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or vii) that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; (viii) that the PBGC has notified any Credit Partysuch NMLP, any Subsidiary thereof NMLP Subsidiary, or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof will or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will may incur (or has been notified in writing that it will incur) any liability (including any indirect, contingent, or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
Plan under Section 401(a)(29), 4971, 4975 or 4980 of the Code or Section 409 or 502(i) or 502(l) of ERISA; (bix) Promptly following or that such NMLP or NMLP Subsidiary may incur any reasonable request material liability pursuant to any employee welfare benefit plan (as defined in Section 3(l) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any employee pension benefit plan (as defined in Section 3(2) of ERISA). NMLP shall (and shall cause the NMLP Subsidiaries to) deliver to Agent therefora complete copy of the annual report (Form 5500) of each Plan required to be filed with the Internal Revenue Service. In addition to any certificates or notices delivered to Agent pursuant to the first sentence hereof, copies of any documents described in Section 101(k) of ERISA that material notices received by any Credit Party NMLP, a NMLP Subsidiary, or any of their respective Subsidiaries has received ERISA Affiliate with respect to any Multiemployer Plan shall be delivered to Agent no later than ten (10) days after the date such report has been filed with the Internal Revenue Service or any notices described in Section 101(l) of such notice has been received by such NMLP or NMLP Subsidiary or ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; providedAffiliate, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planas applicable.
Appears in 1 contract
ERISA. (a) Promptly As soon as possible and, in any event, within 10 ----- Business Days after any Credit Party Holdings, the Borrower or any of their respective Subsidiaries or any ERISA Affiliate knows or has reason to know of the occurrence (or expected occurrence) of any of the following events that individually following, Holdings or in the aggregate would reasonably be expected to result in a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender Agent a certificate of an Authorized Officer the chief financial officer of the Borrower Holdings setting forth details as to such occurrence and the action, if any, that such Credit PartyHoldings, the Borrower, such Subsidiary or an such ERISA Affiliate is required or proposes to take, together with any notices (required, required or proposed or otherwise) to be given to or filed with or by such Credit PartyHoldings, the Borrower, such Subsidiary Subsidiary, the ERISA Affiliate, the PBGC, or ERISA Affiliate (to a Plan participant or the extent reasonably obtainable by a Credit Party) Plan administrator with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum an accumulated funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) deficiency has occurred (or is reasonably likely to occur) with respect to a Pension Plan been incurred or an application is to be has been made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, reorganized, partitioned or declared insolvent under Title IV of ERISA; that steps will be a Plan has an Unfunded Current Liability giving rise to a lien under ERISA or the Code; that proceedings have been instituted to terminate any Pension Plan (including the giving of written notice thereof)or appoint a trustee to administer a Plan; that any Credit Party, Subsidiary or ERISA Affiliate has failed a contribution required to make any required contribution be made to a Multiemployer Plan, or Plan has not been timely made; that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that Holdings, the PBGC has notified any Credit PartyBorrower, any Subsidiary thereof of their respective Subsidiaries or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would could reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability (including any contingent or secondary liability) to or on account of the termination of or withdrawal from a Pension Plan or Multiemployer Plan pursuant to under Section 4062, 4063, 4064, 4069 4069, 4201, 4204 or 4201 4212 of ERISA; ERISA or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(bPlan under Section 401(a)(29), 4971 or 4975 of the Code or Section 409 or 502(i) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(kor 502(l) of ERISA or that any Credit Party Holdings, the Borrower or any of their respective Subsidiaries has received with respect could reasonably be expected to incur any material liability pursuant to any Multiemployer Plan employee welfare benefit plan (as defined in Section 3(1) of ERISA) that provides benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or any notices described employee pension benefit plan (as defined in Section 101(l3(2) of ERISA that ERISA). Upon the request of the Agent, Holdings will deliver to the Agent a complete copy of the annual report (Form 5500) of each Plan required to be filed with the Internal Revenue Service. In addition to any Credit Party certificates or notices delivered to the Agent pursuant to the first sentence hereof, upon the request of the Agent copies of annual reports and any material notices received by Holdings, the Borrower or any of their respective Subsidiaries has received or any ERISA Affiliate with respect to any Multiemployer Plan; provided, that if any Credit Party Plan shall be delivered to the Agent no later than 10 Business Days after the date such report has been filed with the Internal Revenue Service or any of their respective Subsidiaries such notice has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Planbeen received by Holdings, the applicable Credit Party Borrower, the Subsidiary or the applicable Subsidiary(ies)ERISA Affiliate, upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Planas applicable.
Appears in 1 contract
Samples: Credit Agreement (Autotote Corp)
ERISA. (a) Promptly Comply in all respects with the applicable provisions of ERISA where failure to do so could reasonably be expected to have a Material Adverse Effect and (b) furnish to the Administrative Agent (i) as soon as possible, and in any event within 30 days after any Credit Party Responsible Officer of the Borrower or any of their respective Subsidiaries Guarantor or any ERISA Affiliate either knows of or has reason to know that any Reportable Event has occurred, as to which the occurrence (Borrower, any Guarantor, TAFSI or expected occurrence) of any of ERISA Affiliate was or is required to file a report with the following events PBGC, that individually alone or in the aggregate would together with any other Reportable Event could reasonably be expected to result in a Material Adverse Effectliability of the Borrower, the Borrower will deliver TAFSI, any Guarantor or any ERISA Affiliate to the Agents and each Lender PBGC in an aggregate amount exceeding $5,000,000, a certificate statement of an Authorized a Financial Officer of the Borrower setting forth details as to such occurrence Reportable Event and the actionaction proposed to be taken with respect thereto, together with a copy of the notice, if any, that of such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) Reportable Event given to or filed with or by such Credit Partythe PBGC, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by ii) promptly after receipt thereof, a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension copy of any amortization period under Section 412 notice the Borrower, TAFSI or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof Guarantor or any ERISA Affiliate may receive from the PBGC relating to the intention of its intention the PBGC to terminate any Plan or Plans, (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a trustee to administer any Pension Plan; that any Credit PartyPlan or Plans, any Subsidiary thereof or any ERISA Affiliate has failed (iii) within 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any , a statement of a Financial Officer of the Borrower, TAFSI or such Guarantor, as applicable, setting forth details as to such failure and the action has occurred proposed to be taken with respect thereto, together with a copy of such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower, TAFSI or any Guarantor or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multiemployer Plan which is, or is expected to be, terminated or in reorganization, in each case within the meaning of Title IV of ERISA, where the liability that would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in have a Material Adverse Effect under such Multiemployer PlanEffect.
Appears in 1 contract
ERISA. (a) Promptly after Other than with respect to a ----- Multiemployer Plan, pay and discharge promptly any Credit Party liability imposed upon it pursuant to the provisions of Title IV of ERISA, provided, however, that -------- ------- neither the Borrower nor any ERISA Affiliate shall be required to pay any such liability if (1) the amount, applicability or any of their respective Subsidiaries knows validity thereof shall be diligently contested in good faith by appropriate proceedings, and (2) to the extent required under generally accepted accounting principles, such person shall have set aside on its books reserves which, in the opinion of the occurrence (or expected occurrence) chief financial officer of any of such person, are adequate with respect thereto; and maintain and administer each Pension Plan and continue its qualifications under and in compliance with ERISA and the following events that individually or in Code, except where the aggregate would failure to do so could not reasonably be expected to result in have a Material Adverse Effect, the Borrower will deliver to the Agents and each Lender a certificate of an Authorized Officer of the Borrower setting forth details as to such occurrence and the action, if any, that such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices .
(required, proposed or otherwiseb) given to or filed with or by such Credit Party, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by a Credit Party) with respect thereto: that a Reportable Event Other than with respect to a Multiemployer Plan, deliver to the Agent, promptly, and in any event within 30 days, after: (i) the occurrence of any Reportable Event, a copy of the materials that are filed with the PBGC, or the materials that would have been required to be filed if the 30-day notice requirement to the PBGC was not waived; (ii) the Borrower or any ERISA Affiliate or an administrator of any Pension Plan has occurredfiles with participants, beneficiaries or the PBGC a notice of intent to terminate any such Plan, a copy of any such notice; that a failure to satisfy (iii) the minimum funding standard receipt of Section 412 notice by the Borrower or any ERISA Affiliate or an administrator of any Pension Plan from the PBGC of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension of any amortization period under Section 412 or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted PBGC's intention to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof or any ERISA Affiliate of its intention to appoint a trustee to administer any Pension such Plan, a copy of such notice; that any Credit Party, any Subsidiary thereof (iv) if requested by the Agent or any ERISA Affiliate has failed to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any action has occurred with respect to a Plan which would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISALender, the Code or other Applicable Law filing thereof with respect to a Plan.
(b) Promptly following any reasonable request by any Agent thereforthe Internal Revenue Service, copies of any documents described in Section 101(k) of ERISA each annual report that any Credit Party or any of their respective Subsidiaries has received is filed on Treasury Form 5500 with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, together with certified financial statements (if any) for the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor Plan and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in a Material Adverse Effect under such Multiemployer Plan.any
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ERISA. (a) Promptly Comply in all respects with the applicable provisions of ERISA where failure to do so could reasonably be expected to have a Material Adverse Effect and (b) furnish to the Administrative Agent (i) as soon as possible, and in any event within 30 days after any Credit Party Responsible Officer of the Borrower or any of their respective Subsidiaries Guarantor or any ERISA Affiliate either knows of or has reason to know that any Reportable Event has occurred, as to which the occurrence (Borrower, any Guarantor, TAFSI or expected occurrence) of any of 83 78 ERISA Affiliate was or is required to file a report with the following events PBGC, that individually alone or in the aggregate would together with any other Reportable Event could reasonably be expected to result in a Material Adverse Effectliability of the Borrower, the Borrower will deliver TAFSI, any Guarantor or any ERISA Affiliate to the Agents and each Lender PBGC in an aggregate amount exceeding $5,000,000, a certificate statement of an Authorized a Financial Officer of the Borrower setting forth details as to such occurrence Reportable Event and the actionaction proposed to be taken with respect thereto, together with a copy of the notice, if any, that of such Credit Party, such Subsidiary or an ERISA Affiliate is required or proposes to take, together with any notices (required, proposed or otherwise) Reportable Event given to or filed with or by such Credit Partythe PBGC, such Subsidiary or ERISA Affiliate (to the extent reasonably obtainable by ii) promptly after receipt thereof, a Credit Party) with respect thereto: that a Reportable Event with respect to a Pension Plan has occurred; that a failure to satisfy the minimum funding standard of Section 412 of the Code or Section 302 of ERISA (whether or not waived in accordance with Section 412(c) of the Code or Section 302(c) of ERISA) has occurred (or is reasonably likely to occur) with respect to a Pension Plan or an application is to be made to the Secretary of the Treasury for a waiver or modification of the minimum funding standard (including any required installment payments) or an extension copy of any amortization period under Section 412 notice the Borrower, TAFSI or 430 of the Code with respect to a Pension Plan; that a Multiemployer Plan has been or is to be terminated, partitioned or declared insolvent under Title IV of ERISA; that steps will be or have been instituted to terminate any Pension Plan (including the giving of written notice thereof); that any Credit Party, Subsidiary or ERISA Affiliate has failed to make any required contribution to a Multiemployer Plan, or that a proceeding has been instituted against a Credit Party, a Subsidiary thereof or an ERISA Affiliate pursuant to Section 515 of ERISA to collect a delinquent contribution to a Multiemployer Plan; that the PBGC has notified any Credit Party, any Subsidiary thereof Guarantor or any ERISA Affiliate may receive from the PBGC relating to the intention of its intention the PBGC to terminate any Plan or Plans, (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code) or to appoint a trustee to administer any Pension Plan; that any Credit PartyPlan or Plans, any Subsidiary thereof or any ERISA Affiliate has failed (iii) within 30 days after the due date for filing with the PBGC pursuant to Section 412(n) of the Code of a notice of failure to make a required installment or other payment pursuant to Section 412 of the Code with respect to a Pension Plan; that any , a statement of a Financial Officer of the Borrower, TAFSI or such Guarantor, as applicable, setting forth details as to such failure and the action has occurred proposed to be taken with respect thereto, together with a copy of such notice given to the PBGC and (iv) promptly and in any event within 30 days after receipt thereof by the Borrower, TAFSI or any Guarantor or any ERISA Affiliate from the sponsor of a Multiemployer Plan, a copy of each notice received by the Borrower or any ERISA Affiliate concerning (A) the imposition of Withdrawal Liability or (B) a determination that a Multi employer Plan which is, or is expected to be, terminated or in reorganization, in each case within the meaning of Title IV of ERISA, where the liability that would reasonably be expected to result in the requirement that any Credit Party furnish a bond or other security to the PBGC or such Plan; that any Credit Party, any Subsidiary thereof or any ERISA Affiliate has incurred or will incur (or has been notified in writing that it will incur) any liability to or on account of a Pension Plan or Multiemployer Plan pursuant to Section 4062, 4063, 4064, 4069 or 4201 of ERISA; or that there has been a failure to comply with ERISA, the Code or other Applicable Law with respect to a Plan.
(b) Promptly following any reasonable request by any Agent therefor, copies of any documents described in Section 101(k) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan or any notices described in Section 101(l) of ERISA that any Credit Party or any of their respective Subsidiaries has received with respect to any Multiemployer Plan; provided, that if any Credit Party or any of their respective Subsidiaries has not requested such documents or notices from the administrator or sponsor of the applicable Multiemployer Plan, the applicable Credit Party or the applicable Subsidiary(ies), upon the request therefor by any Agent, shall promptly make a request for such documents or notices from such administrator or sponsor and shall provide copies of such documents and notices promptly after receipt thereof; provided, further, that this paragraph (b) shall also apply to all documents and notices described in Section 101(k) or 101(l) of ERISA with respect to a Multiemployer Plan to which an ERISA Affiliate contributes or has any obligation, actual or contingent, to make any contribution or payment, if any Credit Party or any of their respective Subsidiaries would reasonably be expected to result in have a Material Adverse Effect under such Multiemployer PlanEffect.
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