Common use of Parent Employee Benefit Plans Clause in Contracts

Parent Employee Benefit Plans. Except to the extent that any of the following, either alone or in the aggregate, would not reasonably be expected to have a material adverse effect on the Condition of Parent and its Subsidiaries taken as a whole: (i) neither Parent nor its Subsidiaries nor, to Parent's knowledge, any of its or its Subsidiaries' directors, officers, employees or agents, with respect to any employee benefit plan, as defined in Section 3(3) of ERISA, and all other employee benefit programs and arrangements, including, without limitation, severance pay, salary continuation for disability, retirement, deferred or other executive compensation, bonus, stock purchase, hospitalization, medical insurance, and life insurance, maintained by Parent or its Subsidiaries or to which Parent or any such Subsidiary is obligated to contribute thereunder for current or former employees of Parent or its Subsidiaries (the "Parent Employee Benefit Plans") has engaged in or been a party to any "prohibited transaction", as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could result in the imposition of either a penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case applicable to Parent or any of its Subsidiaries or any Parent Employee Benefit Plan; (ii) except as disclosed on Schedule 3.2(j) delivered to the Company by Parent prior to the execution of this Agreement, all Parent Employee Benefit Plans are and have been at all times in compliance in all respects with the applicable requirements prescribed by all statutes, orders, or governmental rules or regulations with respect to such Parent Employee Benefit Plans, including, but not limited to, ERISA and the Code (except for such requirements that are not required to be adopted as of the effective date of the applicable requirement) and, to the knowledge of Parent, there are no pending or threatened claims, lawsuits or arbitrations (other than routine claims for benefits), relating to any of the Parent Employee Benefit Plans, which have been asserted or instituted against Parent or any of its Subsidiaries, any Parent Employee Benefit Plan or the assets of any trust or group annuity contract for any Parent Employee Benefit Plan; (iii) each Parent Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has heretofore been determined by the IRS to be so qualified whether by determination letter or otherwise; (iv) neither Parent nor any of its Subsidiaries or any trade or business which, together with Parent and its Subsidiaries, is treated as a single employer under Section 414(t) of the Code (a "Parent ERISA Affiliate") has, or at any time within the last six years has had, an obligation to contribute to a "defined benefit plan" as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code, a "multiemployer plan" within the meaning of Section 3(37) or 4001(a)(13) of ERISA or Section 414(f) of the Code or a "multiple employer plan" within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code; (v) all (A) insurance premiums required to be paid with respect to, (B) benefits, expenses, and other amounts due and payable under and (C) contributions, transfers, or payments required to be made to, any Parent Employee Benefit Plan prior to the Effective Time will have been paid, made or accrued on or before the Effective Time;(vi) no Parent Employee Benefit Plan provides benefits, including, without limitation, death or medical benefits, beyond termination of service or retirement other than (A) coverage mandated by law, (B) death or retirement benefits under any qualified Parent Employee Benefit Plan, or (C) deferred compensation benefits reflected on the books of Parent or (D) arrangements listed on Schedule 3.2(j); (vii) except as disclosed in Schedule 3.2(j), the execution and performance of this Agreement will not (A) constitute a stated triggering event under any Parent Employee Benefit Plan that will result in any payment (whether of severance pay or otherwise) becoming due from Parent or any of Parent's Subsidiaries to any officer, employee, or former employee (or dependents of such employee), or (B) accelerate the time of payment or vesting, or increase the amount of compensation due to any employee, officer or director of Parent or any Subsidiary of Parent; and (viii) except as disclosed in Schedule 3.2(j), any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of Parent or any Subsidiary of Parent or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Parent Employee Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code).

Parent Employee Benefit Plans. (a) Except as would not have or reasonably be expected to the extent that any of the followinghave, either alone individually or in the aggregate, a Parent Material Adverse Effect: (i) each Parent Benefit Plan has been maintained, funded and administered in compliance with its terms and with applicable Law, including ERISA and the Code to the extent applicable thereto; (ii) each of the Parent Benefit Plans intended to be “qualified” within the meaning of Section 401(a) of the Code has received a favorable determination letter from the IRS or is entitled to rely upon a favorable opinion or advisory letter issued by the IRS and, to the Knowledge of Parent, there are no existing circumstances or any events that have occurred that would not reasonably be expected to have a material adverse effect on adversely affect the Condition qualified status of any such plan; (iii) with respect to each Parent Benefit Plan that is subject to the Laws of any jurisdiction outside of the United States, if such plan is required to be registered, such plan has been registered and its Subsidiaries taken as a whole: maintained in good standing with applicable regulating authorities; (iiv) no Parent Benefit Plan provides, and neither Parent nor its Subsidiaries nor, to Parent's knowledge, any of its Significant Subsidiaries has any liability or its Subsidiaries' directorsobligation for the provision of, officers, employees medical or agents, other welfare benefits with respect to any employee benefit plan, as defined in Section 3(3) of ERISA, and all other employee benefit programs and arrangements, including, without limitation, severance pay, salary continuation for disability, retirement, deferred or other executive compensation, bonus, stock purchase, hospitalization, medical insurance, and life insurance, maintained by Parent or its Subsidiaries or to which Parent or any such Subsidiary is obligated to contribute thereunder for current or former employees employees, directors, officers or individual consultants of Parent or its Significant Subsidiaries beyond their retirement or other termination of service, other than coverage mandated by applicable Law; (the "Parent Employee Benefit Plans"v) has engaged in no liability under Section 302 or been a party to any "prohibited transaction"Title IV of ERISA or Section 412, as such term is defined in Section 4975 430 or 4971 of the Code or Section 406 under any Multiemployer Plan has been incurred by Parent, its Significant Subsidiaries or any ERISA Affiliate of ERISAParent that has not been satisfied in full, which could and no event occurred and no condition exists that would reasonably be expected to result in the imposition of either a penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case applicable risk to Parent or any of its Significant Subsidiaries of incurring any liability thereunder; (vi) no events have occurred that could result in a payment by or assessment against Parent or any Parent Employee Benefit Planof its Significant Subsidiaries of any excise taxes under Sections 4975, 4980B or 4980D of the Code; (iivii) except as disclosed on Schedule 3.2(j) delivered to the Company all premiums and contributions or other amounts payable by Parent prior to or its Significant Subsidiaries as of the execution date of this Agreement, all Parent Employee Benefit Plans are and have been at all times in compliance in all respects with the applicable requirements prescribed by all statutes, orders, or governmental rules or regulations Agreement with respect to such each Parent Employee Benefit PlansPlan in respect of current or prior plan years have been paid or accrued in accordance with GAAP (other than with respect to amounts not yet due); (viii) none of Parent, includingits Significant Subsidiaries or their respective ERISA Affiliates contributes or is obligated to contribute to a Multiemployer Plan; and (ix) there are no pending, but not limited to, ERISA and the Code (except for such requirements that are not required to be adopted as of the effective date of the applicable requirement) andor, to the knowledge Knowledge of Parent, there are no pending threatened or threatened claims, lawsuits or arbitrations anticipated Actions (other than routine claims for benefits)) or audits by any Governmental Entity by, relating on behalf of, with respect to or against any of the Parent Employee Benefit Plans, which have been asserted or instituted against Parent or any of its Subsidiaries, any Parent Employee Benefit Plan or the assets of any trust or group annuity contract for any Parent Employee Benefit Plan; (iii) each Parent Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has heretofore been determined by the IRS to be so qualified whether by determination letter or otherwise; (iv) neither Parent nor any of its Subsidiaries or any trade or business which, together with Parent and its Subsidiaries, is treated as a single employer under Section 414(t) of the Code (a "Parent ERISA Affiliate") has, or at any time within the last six years has had, an obligation to contribute to a "defined benefit plan" as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code, a "multiemployer plan" within the meaning of Section 3(37) or 4001(a)(13) of ERISA or Section 414(f) of the Code or a "multiple employer plan" within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code; (v) all (A) insurance premiums required to be paid with respect to, (B) benefits, expenses, and other amounts due and payable under and (C) contributions, transfers, or payments required to be made to, any Parent Employee Benefit Plan prior to the Effective Time will have been paid, made or accrued on or before the Effective Time;(vi) no Parent Employee Benefit Plan provides benefits, including, without limitation, death or medical benefits, beyond termination of service or retirement other than (A) coverage mandated by law, (B) death or retirement benefits under any qualified Parent Employee Benefit Plan, or (C) deferred compensation benefits reflected on the books of Parent or (D) arrangements listed on Schedule 3.2(j); (vii) except as disclosed in Schedule 3.2(j), the execution and performance of this Agreement will not (A) constitute a stated triggering event under any Parent Employee Benefit Plan that will result in any payment (whether of severance pay or otherwise) becoming due from Parent or any of Parent's Subsidiaries to any officer, employee, or former employee (or dependents of such employee), or (B) accelerate the time of payment or vesting, or increase the amount of compensation due to any employee, officer or director of Parent or any Subsidiary of Parent; and (viii) except as disclosed in Schedule 3.2(j), any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of Parent or any Subsidiary of Parent or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Parent Employee Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) of the Code).

Parent Employee Benefit Plans. (a) Except to the extent that any of the followingas would not have, either alone individually or in the aggregate, would not reasonably be expected a Parent Material Adverse Effect, with respect to have a material adverse effect on each of the Condition of Parent and its Subsidiaries taken as a wholePlans: (i) neither Parent nor its Subsidiaries nor, to Parent's knowledge, any of its or its Subsidiaries' directors, officers, employees or agents, with respect to any employee benefit plan, as defined in Section 3(3) of ERISA, and all other employee benefit programs and arrangements, including, without limitation, severance pay, salary continuation for disability, retirement, deferred or other executive compensation, bonus, stock purchase, hospitalization, medical insurance, and life insurance, maintained by Parent or its Subsidiaries or to which Parent or any such Subsidiary is obligated to contribute thereunder for current or former employees of Parent or its Subsidiaries (the "Parent Employee Benefit Plans") has engaged in or been a party to any "prohibited transaction", as such term is defined in Section 4975 of the Code or Section 406 of ERISA, which could result in the imposition of either a penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case applicable to Parent or any of its Subsidiaries or any Parent Employee Benefit Plan; (ii) except as disclosed on Schedule 3.2(j) delivered to the Company by Parent prior to the execution of this Agreement, all Parent Employee Benefit Plans are and have been at all times in compliance in all respects with the applicable requirements prescribed by all statutes, orders, or governmental rules or regulations with respect to such Parent Employee Benefit Plans, including, but not limited to, ERISA and the Code (except for such requirements that are not required to be adopted as of the effective date of the applicable requirement) and, to the knowledge of Parent, there are no pending or threatened claims, lawsuits or arbitrations (other than routine claims for benefits), relating to any of the Parent Employee Benefit Plans, which have been asserted or instituted against Parent or any of its Subsidiaries, any Parent Employee Benefit Plan or the assets of any trust or group annuity contract for any Parent Employee Benefit Plan; (iii) each Parent Employee Benefit Plan intended to be qualified qualify under Section 401(a) of the Code has heretofore been determined by received a determination letter from the IRS, or is subject to an opinion letter, regarding its qualified status under the Code for all statutory and regulatory changes with respect to plan qualification requirements for which the IRS to be so qualified will issue such a letter and nothing has occurred, whether by determination letter action or otherwiseby failure to act, that caused or could cause the loss of such qualification or the imposition of any material penalty or Tax liability; (ii) all payments required by each Parent Plan, any collective bargaining agreement or other agreement, or by Law (including all contributions, insurance premiums or intercompany charges) with respect to all prior periods have been made or provided for by Parent or its Subsidiaries in accordance with the provisions of each of the Parent Plans, applicable Law and GAAP; (iii) no Proceeding has been threatened in writing, asserted, instituted or, to the knowledge of Parent, is anticipated against or relating to any of the Parent Plans (other than non-material routine claims for benefits and appeals of such claims) or any of the assets of any trust of any of the Parent Plans; (iv) neither each Parent nor any of Plan complies in form and has been maintained and operated in all material respects in accordance with its Subsidiaries or any trade or business whichterms and applicable Law, together with Parent including ERISA and its Subsidiaries, is treated as a single employer under Section 414(t) of the Code (a "Parent ERISA Affiliate") has, or at any time within the last six years has had, an obligation to contribute to a "defined benefit plan" as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code, a "multiemployer plan" within the meaning of Section 3(37) or 4001(a)(13) of ERISA or Section 414(f) of the Code or a "multiple employer plan" within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code; (v) all (A) insurance premiums required to be paid with respect to, (B) benefits, expensesno Parent Plan is under, and neither Parent nor its Subsidiaries has received any notice of, an audit or investigation by the IRS, Department of Labor or any other amounts due Governmental Entity, and payable under no such completed audit, if any, has resulted in the imposition of any material Tax or penalty; and (C) contributions, transfers, or payments required to be made to, any Parent Employee Benefit Plan prior to the Effective Time will have been paid, made or accrued on or before the Effective Time;(vivi) no Parent Employee Benefit Plan provides benefits, including, without limitation, death post-retirement health and welfare benefits to any current or medical benefits, beyond termination of service or retirement other than (A) coverage mandated by law, (B) death or retirement benefits under any qualified Parent Employee Benefit Plan, or (C) deferred compensation benefits reflected on the books former employee of Parent or (D) arrangements listed on Schedule 3.2(j); (vii) its Subsidiaries, except as disclosed in Schedule 3.2(j), the execution and performance of this Agreement will not (A) constitute a stated triggering event required under any Parent Employee Benefit Plan that will result in any payment (whether of severance pay or otherwise) becoming due from Parent or any of Parent's Subsidiaries to any officer, employee, or former employee (or dependents of such employee), or (B) accelerate the time of payment or vesting, or increase the amount of compensation due to any employee, officer or director of Parent or any Subsidiary of Parent; and (viii) except as disclosed in Schedule 3.2(j), any amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any employee, officer or director of Parent or any Subsidiary of Parent or any of its affiliates who is a "disqualified individual" (as such term is defined in proposed Treasury Regulation Section 1.280G-1) under any employment, severance or termination agreement, other compensation arrangement or Parent Employee Benefit Plan currently in effect would not be characterized as an "excess parachute payment" (as such term is defined in Section 280G(b)(1) 4980B of the Code), Part 6 of Title I of ERISA or any other applicable Law.