No Acquired Company or any other Person that would be considered a single employer with an Acquired Company under the Code or ERISA has ever maintained a plan subject to Title IV of ERISA or Code Section 412, including any “multiemployer plan” as defined in Section 4001(a)(8) of ERISA.
No Acquired Company. Employee Plan, or administrator or fiduciary of any Employee Plan has taken any action, or failed to take any action, that could subject it, him, her or any other Person to any Liability for any excise tax or for any breach of fiduciary duty with respect to or in connection with any Employee Plan.
No Acquired Company. (i) has been a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in connection with a distribution of stock qualifying for tax-free treatment under Section 355 of the Code at any time since November 1, 2015 or (ii) participated in any “listed transaction” within the meaning of Section 6707A(c)(2) of the Code and Treasury Regulations Section 1.6011-4(b)(2).
No Acquired Company or any other Person that would be considered a single employer with an Acquired Company under the Code or ERISA has ever maintained a plan subject to Title IV of ERISA or Code Section 412, including any “multiemployer plan” as defined in Section 4001(a)(8) of ERISA. Except as required under Section 601 et seq. of ERISA, no Company Plan provides severance or salary continuation benefits or benefits or coverage in the nature of health, life or disability insurance following retirement or other termination of employment. Nothing has occurred with respect to any Company Plan that has subjected or could subject an Acquired Company to a penalty under ERISA or other Liability (other than a Liability for contributions, premiums or benefits payable in the normal course and in accordance with the terms of the Company Plan) or to an excise tax under the Code, or that has subjected or could subject any participant in, or beneficiary of, a Company Plan to a tax under Chapter 43 of the Code.
No Acquired Company or Seller has received any notice or other communication regarding any actual, or to the Knowledge of the Company, alleged (i) violation or failure to comply with any Governmental Authorization, or (ii) revocation, withdrawal, suspension, cancellation, termination or modification of any material Governmental Authorization.
No Acquired Company. (i) is a party to any Tax allocation or Tax sharing agreement, arrangement or understanding;
(ii) has executed any power of attorney (or similar authority) with respect to any matters relating to Taxes which is still in effect as at the Execution Date; or
(iii) has required, requested or sought for any consent, ruling or clearance from any Taxation Authority.
No Acquired Company. (i) has requested or has been granted an extension of time for the filing of any Tax Returns to a date later than the Execution Date; or
(ii) has consented to extend the time in which any Tax may be assessed or collected by any Taxation Authority, which extension is in effect as of the Execution Date.
No Acquired Company. (i) is a partner for Tax purposes with respect to any joint venture, partnership, or other arrangement or Contract which is treated as a “look through entity” for Tax purposes (entidad en atribución dx xxxxxx española o extranjera de acuerdo con lo establecido en el artículo 87.1 de lx Xxx 35/2006, sin que a tales efectos computen como tales las Agrupaciones de Interés Económicos y Uniones Temporales); or (ii) is a shareholder of a “controlled foreign corporation” as defined in Chapter XI of Section VII (Transparencia Fiscal Internacional) of the Spanish Corporate Income Tax Act (or any similar provision of state, local or foreign Law), except as set forth in Section 3.15(i) of the Seller Disclosure Schedule.
No Acquired Company. (a) is a party to a Corporate Integrity Agreement with the Office of Inspector General of the Department of Health and Human Services, (b) is, to RHC’s Knowledge, the subject of any Governmental Authority investigation conducted by any federal, state or local Governmental Authority except as set forth on Section 3.12.7 of the Disclosure Letter, or (c) is, to RHC’s Knowledge, a defendant or named party in any unsealed qui tam/federal False Claims Act litigation.
No Acquired Company is a participating employer in any multiemployer plan (as defined under applicable Canadian pension laws or in Section 3(37) of ERISA).
