Other ERISA Liabilities Sample Clauses
The "Other ERISA Liabilities" clause defines the allocation of responsibility for liabilities arising under the Employee Retirement Income Security Act (ERISA) that are not otherwise specifically addressed in the agreement. This clause typically clarifies which party—such as a buyer or seller in a transaction—will bear the costs or obligations related to employee benefit plans, including issues like underfunded pensions or compliance failures, that may surface after the transaction closes. Its core function is to prevent disputes by clearly assigning responsibility for unforeseen or residual ERISA-related liabilities, thereby ensuring both parties understand their ongoing obligations.
Other ERISA Liabilities. The Borrower, any Subsidiary or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability or become obligated to make contributions to a Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower, any Subsidiary or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), would reasonably be expected to result in a material adverse effect on the financial condition, results of operations, business or Property of the Borrower and its Subsidiaries taken as a whole.
Other ERISA Liabilities. The Borrower, any Subsidiary, or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability or become obligated to make contributions to a Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower, any Subsidiary, or any other member of the Controlled Group as withdrawal liability or contributions (determined as of the date of such notification), would reasonably be expected to result in a Material Adverse Effect pursuant to clause (a) of the definition thereof.
Other ERISA Liabilities. WBA, any Subsidiary or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability or become obligated to make contributions to a Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by WBA, any Subsidiary or any other member of the Controlled Group as withdrawal liability or required contributions (determined as of the date of such notification), would reasonably be expected to result in a material adverse effect on the financial condition, results of operations, business or Property of WBA and its Subsidiaries taken as a whole.
Other ERISA Liabilities. The Borrower, any Subsidiary or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability or become obligated to make contributions to a Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower, any Subsidiary or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $50,000,000 or requires payments exceeding $50,000,000 per annum.
Other ERISA Liabilities. The Borrower or any other member of the Controlled Group has incurred withdrawal liability or become obligated to make contributions to a Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group, could reasonably be expected to have a Material Adverse Effect.
Other ERISA Liabilities. The Company or any other member of its Controlled Group has incurred withdrawal liability or become obligated to make contributions to a Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Company or any other member of its Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds in the aggregate an amount equal to $100,000,000.
Other ERISA Liabilities. The Company or any other member of its Controlled Group has incurred withdrawal liability or become obligated to make contributions to a Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Company or any other member of its Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds ten percent (10%) of the Company's Consolidated Net Worth as reported in the most recent annual audited financial statements delivered to the Lenders pursuant to Section 6.1(i) or requires payments per annum exceeding ten percent (10%) of the Company's Consolidated Net Worth as reported in the most recent annual audited financial statements delivered to the Lenders pursuant to Section 6.1(i) (or, prior to the delivery to the Lenders of the first such financial statements, as reported on the Combined Balance Sheets).
Other ERISA Liabilities. Parent, any Subsidiary or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability or become obligated to make contributions to a Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by Parent, any Subsidiary or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), would reasonably be expected to result in a material adverse effect on the financial condition, results of operations, business or Property of Parent and its Subsidiaries taken as a whole.
Other ERISA Liabilities. The Company or any of its Subsidiaries or any ERISA Affiliate of the Company (i) shall engage in any prohibited transaction (other than the alleged prohibited transaction described on Schedule 5.01(u)) for which an exemption is not available or has not been previously obtained from the Department of Labor and in connection with which the Company or any such Subsidiary or any ERISA Affiliate could reasonably be expected to be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Internal Revenue Code, which penalty or tax is in excess of $5,000,000; (ii) shall fail to make full payment when due of all amounts which under the provisions or any Defined Benefit Plan it is required to pay as contributions thereto, or permit to exist any "accumulated funding deficiency" (as defined in Section 302(a) of ERISA and Section 412(a) of the Internal Revenue Code) or fail to pay any installment necessary to amortize each waived funding deficiency with respect to any Defined Benefit Plan, (iii) fail to make any contribution payments of any Multiemployer Plan that the Company or any ERISA Affiliate may be required to make under any agreement relating to such Multiemployer Plan or under such Multiemployer Plan or any law pertaining thereto, provided, however, that this clause (iii) shall not apply to any such payments which at any one time are in the aggregate less than $3,000,000 and are being reasonably contested by either the Company, any of its Subsidiaries or any ERISA Affiliates, or (iv) permit to exist any occurrence of any Reportable Event (other than the alleged prohibited transaction described on Schedule 5.01(u)) or any other event or condition which, in the opinion of the Administrative Agent communicated to the Company in accordance with Section 12.09 hereto, presents a material risk of liability of the Company, any Subsidiary of the Company or any ERISA Affiliate under ERISA or the Internal Revenue Code in an amount which exceeds $5,000,000. An Event of Default shall be deemed "continuing" until cured or waived in writing in accordance with Section 12.07 to the extent and under the circumstances provided for therein. 10.02