ESOP Existence Sample Clauses

ESOP Existence. The Plan is in material compliance with all ERISA provisions. The Trust is a duly organized, validly existing employee stock ownership trust. The Trust and Plan constitute a valid employee stock ownership plan for the purposes of ERISA and Section 4975(e)(7) of the Code.
Sample 1
ESOP Existence. (a) The Company will (i) do all things necessary so that the loans evidenced by the Notes will qualify as "exempt loans" to an "employee stock ownership plan," as such terms are defined in Code regulation sections 54.4975-7 and 54.4975-11 (as modified by any subsequent modifications to the Code or ERISA); (ii) do all things necessary to maintain and keep in full force and effect the ESOP as an "employee stock ownership plan", within the meaning of sections 4975(e)(7) of the Code and 407(d)(6) of ERISA; (iii) cause the ESOP to be operated and administered at all times and be amended as necessary so as to remain qualified under sections 401(a) and 4975(e)(7) of the Code and cause the Issuer to remain tax-exempt under section 501(a) of the Code; and (iv) take or cause to be taken all other actions which are necessary for the ESOP and the Issuer to be in material compliance with all applicable requirements of ERISA (including Titles I and II thereof) and the Code and the regulations thereunder as from time to time in effect and applicable to the ESOP and the Issuer; provided, however, that the failure of the Company or the Issuer to comply with this Section 9.6 shall not be deemed an Event of Default to the extent the Issuer elects to prepay the Notes in full, and the Notes are so prepaid, under Section 8.2, or the Company assumes the Notes, and the Notes are so assumed, under Section 8.5. The Company covenants that it will make contributions to the Issuer as is necessary to the extent required by the ESOP Documents, including, without limitation, making contributions, as is necessary, at such time and in such amounts as to enable the Issuer to pay in full, when due, the principal of, Make-Whole Amount (if any) on, and interest on, the Notes and all other amounts owing by the Issuer under this Agreement, the Other Agreements and the Notes. (b) The Issuer will (i) do all things necessary so that the loans evidenced by the Notes will qualify as "exempt loans" to an "employee stock ownership plan," as such terms are defined in Code regulation sections 54.4975-7 and 54.4975-11 (as modified by any subsequent modifications to the Code or ERISA); (ii) do all things necessary to maintain and keep in full force and effect the ESOP as an "employee stock ownership plan", within the meaning of sections 4975(e)(7) of the Code and 407(d)(6) of ERISA; and (iii) take or cause to be taken all other actions which are necessary for the Issuer to be in material compliance with al...
Sample 1
ESOP Existence. The ESOP will maintain itself in good standing as a trust under the jurisdiction of its adoption, as an Employee Benefit Plan under Section 3(3) of ERISA and qualify and remain qualified as an ESOP within the meaning of Section 4975(e)(7) of the Code.
Sample 1

Related to ESOP Existence

  • Company Existence During the term of this Agreement, the Seller shall keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Seller and its Affiliates (including the Issuer) shall be conducted on an arm’s length basis.

  • Formation; Existence Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

  • Valid Existence Such Purchaser (i) is duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite power, and has all material governmental licenses, authorizations, consents and approvals, necessary to own its Properties and carry on its business as its business is now being conducted, except where the failure to obtain such licenses, authorizations, consents and approvals would not have and would not reasonably be expected to have a Purchaser Material Adverse Effect.

  • Legal Existence Subject to Article Five hereof, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each Restricted Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of each Restricted Subsidiary and the material rights (charter and statutory), licenses and franchises of the Company and its Restricted Subsidiaries; provided that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its Restricted Subsidiaries taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders.

  • Organizational Existence Except as otherwise permitted by Section 3.6, each Credit Party will and will cause its Subsidiaries to at all times preserve and keep in full force and effect its organizational existence and all rights and franchises material to its business.

  • Maintain Existence It will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a foreign trust or limited liability company in each jurisdiction where its business is conducted, and will obtain and maintain all requisite authority to conduct its business in each jurisdiction in which its business requires such authority.

  • Preservation of Existence, Etc (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.

  • Preservation of Existence The Collateral Custodian will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation and qualify and remain qualified in good standing in each jurisdiction where failure to preserve and maintain such existence, rights, franchises, privileges and qualification could reasonably be expected to have a Material Adverse Effect.

  • Corporate Existence, Etc Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

  • Preservation of Corporate Existence, Etc Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders.

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