Liability; Compliance. (i) All Company Benefit Plans that are “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) and any award thereunder, in each case that is subject to Section 409A of the Code, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Code.
(ii) Since January 1, 2007, no Company Benefit Plan has been subject to Title IV of ERISA.
(iii) (A) there are no pending or, to the Knowledge of Seller, material threatened claims by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any Company Benefit Plan or the assets of any Company Benefit Plan, (B) the Company Benefit Plans are not presently under audit or examination (nor, to the Knowledge of Seller, has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, domestic or foreign, and (C) no material matters are pending with respect to a Company Benefit Plan under the IRS’s Voluntary Compliance Resolution program, its Closing Agreement Program, or other similar programs.
(iv) None of the Transferred Companies has any material Liability in respect of, or obligation to provide, post-retirement health, medical, life insurance or other welfare benefits for former or current employees of the Transferred Companies except (A) continuation coverage required under Section 4980B of the Code or other similar Law or (B) coverage or benefits the entire cost of which is borne by the employee or former employee.
(v) The execution, delivery and performance of the Transaction Agreements by the Seller Parties and the Transferred Companies and the consummation of the transactions contemplated thereby will not (alone or in combination with any other event) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee (or current or former independent contractor or director of any of the Transferred Companies) or any increased or accelerated funding obligation with respect to any Company Benefit Plan. No Employee is entitled to any tax gross-up or other reimbursement for taxes incurred under Sections 4999, 409A or 457A of the Code.
Liability; Compliance. (i) Neither the Company, any Company Subsidiary, nor any of their respective ERISA Affiliates has in the past six (6) years maintained, sponsored, contributed to or been required to contribute to a plan subject to Title IV of ERISA, Section 412 of the Code or Section 302 of ERISA.
(ii) All contributions and premiums required to have been paid by the Company or any of the Company Subsidiaries to any Company Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any Applicable Law have been paid within the time prescribed by any such plan, agreement or Applicable Law, except to the extent failure to do so, individually or in the aggregate, has not, or would not reasonably be expected to, result in a Company Material Adverse Effect.
Liability; Compliance. Except as set forth in Section 3.21(c) of the Company Disclosure Schedule:
(i) The present value of the benefit liabilities (whether or not vested) under each Company Benefit Plan subject to Section 412 of the Code determined as of the end of each such plan’s most recently ended plan year on the basis of the assumptions specified for funding purposes, each of which assumption is reasonable and in compliance with Section 412 of the Code, did not exceed the current value of the assets of such plan allocable for such benefit liabilities. The terms “present value”, “current value” and ‘benefit liabilities” shall have the meanings assigned to such terms under Section 4001 of ERISA. No “reportable event,” within the meaning of Section 4043 of ERISA, and no event described in Section 4062 or 4063 of ERISA has occurred in connection with any Company Benefit Plan that would have a material effect on the Company. Since June 1, 2002, neither the Company nor any Company Subsidiary nor any of their respective ERISA Affiliates, has (A) engaged in, or is a successor or parent corporation to an entity that has engaged in, a transaction described in Sections 4069 or 4212(c) of ERISA, (B) incurred, or reasonably expects to incur prior to the Effective Time, (1) any material liability under Title IV of ERISA arising in connection with the termination of, or a complete or partial withdrawal from, any plan covered or previously covered by Title IV of ERISA or (2) any material liability under Section 4971 of the Code, or (C) has incurred any material “accumulated funding deficiency,” as defined in Section 412 of the Code, with respect to any Company Benefit Plan subject to such Section 412, whether or not waived.
(ii) There are no pending claims by or on behalf of any of the Company Benefit Plans, by any employee or otherwise involving any such plan or the assets of any plan (other than routine claims for benefits). There is no action, suit, investigation, audit or proceeding pending against or involving or, to the knowledge of the Company, threatened against or involving, any Company Benefit Plan before any Governmental Entity.
(iii) No Company Benefit Plan is a “multiemployer plan” within the meaning of section 4001(a)(3) of ERISA or is a “multiple employer plan” within the meaning of section 4063 or 4064 of ERISA. Neither the Company nor any Company Subsidiary has at any time during the last six years contributed to or been obligated to contribute to any such plan.
(iv) All ...
Liability; Compliance. (i) No material liability under Title IV of ERISA has been or is reasonably expected to be incurred by any Transferred Entity (other than periodic premiums, all of which have been paid prior to the due date thereof). Each U.S. Benefit Plan that is subject to the minimum funding standards of the Code or ERISA satisfies, in all material respects, such standards under sections 412 and 302 of the Code and ERISA, respectively, and no waiver of such funding has been sought or obtained. In addition, no such U.S. Benefit Plan incurred an “accumulated funding deficiency” within the meaning of the predecessors to sections 412 or 302 of the Code and ERISA, respectively, whether or not waived.
(ii) Except as would not reasonably be expected to be material, (A) other than routine claims for benefits, there are no pending or, to the Knowledge of Chemtura, threatened claims by or on behalf of any participant in any of the U.S. Benefit Plans or Foreign Benefit Plans, or otherwise involving any U.S. Benefit Plan or Foreign Benefit Plan or the assets of any U.S. Benefit Plan or Foreign Benefit Plan, and (B) none of the U.S. Benefit Plans or Foreign Benefit Plans is presently under an audit or examination (nor has notice been received of a potential audit or examination) by the Internal Revenue Service of the United States (the “IRS”), the United States Department of Labor, or any other Governmental Authority, domestic or foreign.
(iii) No Transferred Entity or Seller contributes to or is obligated to contribute to, or has any liability under, a Multiemployer Plan that has assessed or could be reasonably expected to assess withdrawal liability under ERISA.
(iv) The execution and delivery of this Agreement by Chemtura and the consummation by Chemtura of the transactions contemplated by this Agreement will not (alone or in combination with any other event) result in a material increase in the amount of compensation or benefits or the material acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any current or former employee, officer, director or independent contractor of the Business or any materially increased or accelerated funding obligation with respect to any U.S. Benefit Plan or Foreign Benefit Plan. No material payment or deemed payment by any Transferred Entity will arise or be made as a result (alone or in combination with any other event) of the execution, delivery and performance of this Agreement by Chemtura,...
Liability; Compliance. (i) All Company Benefit Plans that are “nonqualified deferred compensation plans” (within the meaning of Section 409A of the Code) and any award thereunder, in each case that is subject to Section 409A of the Code, comply in all material respects, in form and operation, with the requirements of Section 409A(a)(2), 409A(a)(3) and 409A(a)(4) of the Code.
(ii) Since January 1, 2009, no Company Benefit Plan has been subject to Title IV of ERISA.
(iii) (A) there are no pending or, to the Knowledge of Sellers, threatened claims by or on behalf of any participant in any of the Company Benefit Plans, or otherwise involving any Company Benefit Plan or the assets of any Company Benefit Plan, (B) the Company Benefit Plans are not presently under audit or examination (nor, to the Knowledge of Sellers, has notice been received of a potential audit or examination) by the IRS, the Department of Labor, or any other Governmental Authority, and (C) no material matters are pending with respect to a Company Benefit Plan under the IRS’s Voluntary Compliance Resolution program, its Closing Agreement Program, or other similar programs.
(iv) None of the Companies has any material Liability in respect of, or obligation to provide, post-retirement health, medical, life insurance or other welfare benefits for former or current employees of the Companies except (A) continuation coverage required under Section 4980B of the Code or other similar Law or (B) coverage or benefits the entire cost of which is borne by the employee or former employee.
(v) The execution, delivery and performance of the Transaction Agreements by Sellers and the Companies and the consummation of the transactions contemplated thereby will not (alone or in combination with any other event) result in an increase in the amount of compensation or benefits or the acceleration of the vesting or timing of payment of any compensation or benefits payable to or in respect of any Employee (or current or former independent contractor or director of any of the Companies) or any increased or accelerated funding obligation with respect to any Company Benefit Plan. No Employee is entitled to any tax gross-up or other reimbursement for taxes incurred under Sections 4999, 409A or 457A of the Code.
Liability; Compliance. In the event legal action is necessary to enforce the payment terms of Addendum (a) Liability, Care, Maintenance, and Alterations. referring to loss, theft, damage, destruction or other injury of the leased artwork. New Original Art shall be entitled to collect from the Customer any judgment or settlement sums due, plus reasonable attorneys fees, court costs and other expenses incurred by the Company for such collection action and, in addition, the reasonable value of the expenses spent for such collection action, as governed by the State of Washington.
Liability; Compliance. There has been no event or circumstance that has resulted in any material liability (other than for the payment of benefits in the ordinary course) either directly or indirectly as a result of any indemnification obligation to the Company or any Related Person under or pursuant to Title I or IV of ERISA, the penalty, excise Tax or joint and several liability provisions of the Code relating to any Company Benefit Plan. To the knowledge of the Company there has not been any event or circumstance that would reasonably be expected to result in any such material liability (other than for the payment of benefits in the ordinary course) in respect of the Company Benefit Plans. All contributions and premiums required to have been paid by the Company and each Related Person to any “employee benefit plan” (within the meaning of section 3(3) of ERISA) under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law or collective bargaining agreement have been paid or have been reflected on the balance sheets of the Company. There are no material pending or, to the knowledge of the Company, threatened audits, actions, suits or claims by or on behalf of any Company Benefit Plan, any current or former employee, officer, director, shareholder or contract worker or otherwise involving any such Company Benefit Plan or the assets of any Company Benefit Plan (other than routine claims for benefits, all of which have been adequately reserved for on the regularly prepared balance sheets of the Company to the extent required).
Liability; Compliance. (i) Neither the Company nor any Company Related Person has been involved in any transaction that could cause the Company or, following the Closing Date, the Buyer or any of their respective Affiliates to be subject to liability under section 4069 or 4212 of ERISA. Neither the Company nor any Company Related Person has incurred (either directly or indirectly, including as a result of an indemnification obligation) any liability under or pursuant to Title I or IV of ERISA or the penalty, excise Tax or joint and several liability provisions of the Code relating to employee benefit plans, and no event, transaction or condition has occurred or exists that could result in any such liability to the Company, any Company Related Person or, following the Closing Date, the Buyer or any of its Affiliates. Except as set forth in Section 2.17(d)(i) of the Sellers' Disclosure Letter, all contributions and premiums required to have been paid by the Company or any Company Related Person to any Company Benefit Plan under the terms of any such plan or its related trust, insurance contract or other funding arrangement, or pursuant to any applicable Law (including ERISA and the Code) or collective bargaining agreement have been paid within the time prescribed by any such plan, agreement or applicable Law. For purposes of this section, the term "Company Related Person" means the Company and any person or entity that would be or, over the past six years, would have been treated as a single employer with the Company for purposes of Section 414(b), (c), (m) or (o) of the Code.
Liability; Compliance. No Company Benefit Plan is or has been subject to Title IV of ERISA. No Company Benefit Plan is a defined benefit plan, determines benefits based on level of compensation and years of service or has assets that exceed the present value of its projected benefit obligations (determined based on actuarial assumptions used in the most recently prepared actuarial valuation report with respect to such Company Benefit Plan).
