Common use of Parent Employee Plan Compliance Clause in Contracts

Parent Employee Plan Compliance. (i) Each material plan, program, policy, agreement, collective bargaining agreement, or other arrangement providing for compensation, severance, deferred compensation, performance awards, stock or stock-based awards, health, dental, retirement, life insurance, death, accidental death & dismemberment, disability, fringe, or wellness benefits, or other employee benefits or remuneration of any kind, including each employment, termination, severance, retention or change in control or similar plan, program, arrangement, or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, insured or self-insured, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, which is sponsored, maintained, contributed to, or required to be contributed to, by Parent or any of its Subsidiaries for the benefit of any current or former employee or other individual service provider of Parent or any of its Subsidiaries (each, a “Parent Employee”), or with respect to which Parent or any Parent ERISA Affiliate has or may have any Liability (collectively, the “Parent Employee Plans”) has been established, administered, and maintained in accordance with its terms and in compliance with applicable Laws, including but not limited to ERISA and the Code; (ii) all the Parent Employee Plans that are intended to be qualified under Section 401(a) of the Code are so qualified and have received timely determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of Parent, has any such revocation been threatened, or, with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of Parent no circumstance exists that is reasonably likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) Parent and its Subsidiaries, where applicable, have timely paid or accrued all contributions, benefits, premiums, and other payments required by the terms of each Parent Employee Plan and applicable Law and accounting principles; (iv) except to the extent limited by applicable Law, each Parent Employee Plan can be amended, terminated, or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) to the Knowledge of Parent, neither Parent nor any of its Parent ERISA Affiliates has engaged in a transaction that could reasonably subject Parent or any Parent ERISA Affiliate to a tax or penalty imposed by either Section 4975 of the Code or Section 502(i) of ERISA, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect.

Parent Employee Plan Compliance. (i) Each Parent and its Parent ERISA Affiliates have performed in all material plan, program, policy, agreement, collective bargaining agreement, or other arrangement providing for compensation, severance, deferred compensation, performance awards, stock or stock-based awards, health, dental, retirement, life insurance, death, accidental death & dismemberment, disability, fringe, or wellness benefits, or other employee benefits or remuneration of any kind, including each employment, termination, severance, retention or change in control or similar plan, program, arrangement, or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, insured or self-insured, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, which is sponsored, maintained, contributed to, or respects all obligations required to be contributed to, performed by Parent or any of its Subsidiaries for the benefit of any current or former employee or other individual service provider of Parent or any of its Subsidiaries (each, a “Parent Employee”), or with respect to which Parent or any Parent ERISA Affiliate has or may have any Liability (collectively, the “them under each Parent Employee Plans”) Plan, and each Parent Employee Plan has been established, administered, established and maintained in all material respects in accordance with its terms and in material compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) all the . Any Parent Employee Plans that are Plan intended to be qualified under Section 401(a) of the Code are so and each trust intended to qualify under Section 501(a) of the Code (i) has either applied for, prior to the expiration of the requisite period under applicable Treasury Regulations or IRS pronouncements, or obtained a favorable determination, notification, advisory and/or opinion letter, as applicable, as to its qualified and have received timely determination letters status from the IRS or still has a remaining period of time under applicable Treasury Regulations or IRS pronouncements in which to apply for such letter and no such determination letter to make any amendments necessary to obtain a favorable determination, and (ii) incorporates or has been revoked noramended to incorporate all provisions required to comply with the Tax Reform Act of 1986 and subsequent legislation. For each Parent Employee Plan that is intended to be qualified under Section 401(a) of the Code there has been no event, condition or circumstance that has adversely affected or is likely to adversely affect such qualified status, except as would not result in material liability to Parent or its Subsidiaries. No “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 and 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Parent Employee Plan. There are no actions, suits or claims pending, or, to the Knowledge of Parent, has threatened or reasonably anticipated (other than routine claims for benefits) against any such revocation been threatened, or, with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such qualified retirement plan and the related trust are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and to the Knowledge of Parent no circumstance exists that is reasonably likely to result in the loss of such qualified status under Section 401(a) of the Code; (iii) Parent and its Subsidiaries, where applicable, have timely paid or accrued all contributions, benefits, premiums, and other payments required by the terms of each Parent Employee Plan and applicable Law and accounting principles; (iv) except to or against the extent limited by applicable Law, each assets of any Parent Employee Plan. Each Parent Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time of the Company Merger in accordance with its terms, without material liability to Parent, the Company, Parent or any of its Subsidiaries (other than ordinary administration expenses and in respect of accrued benefits thereunder); and (v) to the Knowledge of Parent, neither Parent nor any of its Parent ERISA Affiliates has engaged in a transaction that could reasonably subject (other than ordinary administration expenses). There are no audits, inquiries or proceedings pending or, to the Knowledge of Parent or any Parent ERISA Affiliates, threatened by the IRS or DOL, or any other Governmental Entity with respect to any Parent Employee Plan. Neither Parent nor any Parent ERISA Affiliate is subject to a any penalty or tax or penalty imposed by either Section 4975 of the Code or with respect to any Parent Employee Plan under Section 502(i) of ERISAERISA or Sections 4975 through 4980 of the Code. Parent and each Parent ERISA Affiliate have timely made all contributions and other payments required by and due under the terms of each Parent Employee Plan, except, in each case, except as would not reasonably be expected result in material liability to have, individually Parent or in the aggregate, a Parent Material Adverse Effectits Subsidiaries.

Parent Employee Plan Compliance. (i) Each Parent has, to its knowledge, performed in all material plan, program, policy, agreement, collective bargaining agreement, or other arrangement providing for compensation, severance, deferred compensation, performance awards, stock or stock-based awards, health, dental, retirement, life insurance, death, accidental death & dismemberment, disability, fringe, or wellness benefits, or other employee benefits or remuneration of any kind, including each employment, termination, severance, retention or change in control or similar plan, program, arrangement, or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, insured or self-insured, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, which is sponsored, maintained, contributed to, or respects all obligations required to be contributed toperformed by it under, by Parent is not in default or any of its Subsidiaries for the benefit violation of, and has no knowledge of any current default or former employee or violation by any other individual service provider of Parent or any of its Subsidiaries (each, a “Parent Employee”), or with respect party to which Parent or any Parent ERISA Affiliate has or may have any Liability (collectively, the “each Parent Employee Plans”) Plan, and each Parent Employee Plan has been established, administered, established and maintained in all material respects in accordance with its terms and in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) all the each Parent Employee Plans that are Plan intended to be qualified qualify under Section 401(a) of the Code are so qualified and have each trust intended to qualify under Section 501(a) of the Code has either received timely a favorable determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of Parent, has any such revocation been threatened, or, with respect to a prototype plan, can rely on an opinion letter from the IRS with respect to the prototype plan sponsor, each such Plan as to the effect that such its qualified retirement plan and the related trust are exempt from federal income taxes status under Sections 401(a) and 501(a), respectively, of the Code, and including all amendments to the Knowledge Code effected by the Tax Reform Act of Parent no circumstance exists that is reasonably likely 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to result in the loss of apply for such qualified status under Section 401(a) of the Codea determination letter and make any amendments necessary to obtain a favorable determination; (iii) Parent no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and its Subsidiaries, where applicable, have timely paid or accrued all contributions, benefits, premiums407 of ERISA, and other payments required by the terms not otherwise exempt under Section 408 of each ERISA, has occurred with respect to any Parent Employee Plan and applicable Law and accounting principlesPlan; (iv) except to Parent's knowledge, there are no actions, suits or claims pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the extent limited by applicable Law, assets of any Parent Employee Plan; (v) each Parent Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time in accordance with its terms, without material liability to Parent, the Company, Parent or any of its Subsidiaries Affiliates (other than ordinary administration expenses and typically incurred in a termination event); (vi) to Parent's knowledge, there are no audits, inquiries or proceedings pending or threatened by the IRS or DOL with respect of accrued benefits thereunder)to any Parent Employee Plan; and (vvii) to the Knowledge of Parent's knowledge, neither Parent nor any of its Parent ERISA Affiliates has engaged in a transaction that could reasonably Affiliate is subject Parent to any penalty or tax with respect to any Parent Employee Plan under Section 402(i) of ERISA Affiliate to a tax or penalty imposed by either Section Sections 4975 through 4980 of the Code or Section 502(i) of ERISA, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectCode.

Parent Employee Plan Compliance. (i) Each Parent has, to its knowledge, performed in all material plan, program, policy, agreement, collective bargaining agreement, or other arrangement providing for compensation, severance, deferred compensation, performance awards, stock or stock-based awards, health, dental, retirement, life insurance, death, accidental death & dismemberment, disability, fringe, or wellness benefits, or other employee benefits or remuneration of any kind, including each employment, termination, severance, retention or change in control or similar plan, program, arrangement, or agreement, in each case whether written or unwritten or otherwise, funded or unfunded, insured or self-insured, including each “employee benefit plan,” within the meaning of Section 3(3) of ERISA, whether or not subject to ERISA, which is sponsored, maintained, contributed to, or respects all obligations required to be contributed toperformed by it under, by Parent is not in default or any of its Subsidiaries for the benefit violation of, and has no knowledge of any current default or former employee or violation by any other individual service provider of Parent or any of its Subsidiaries (each, a “Parent Employee”), or with respect party to which Parent or any Parent ERISA Affiliate has or may have any Liability (collectively, the “each Parent Employee Plans”) Plan, and each Parent Employee Plan has been established, administered, established and maintained in all material respects in accordance with its terms and in compliance with all applicable Lawslaws, statutes, orders, rules and regulations, including but not limited to ERISA and or the Code; (ii) all the each Parent Employee Plans that are Plan intended to be qualified qualify under Section 401(a) of the Code are so qualified and have each trust intended to qualify under Section 501(a) of the Code has either received timely a favorable determination letters from the IRS and no such determination letter has been revoked nor, to the Knowledge of Parent, has any such revocation been threatened, or, with respect to a prototype plan, can rely on an opinion letter from the IRS with respect to the prototype plan sponsor, each such Plan as to the effect that such its qualified retirement plan and the related trust are exempt from federal income taxes status under Sections 401(a) and 501(a), respectively, of the Code, and including all amendments to the Knowledge Code effected by the Tax Reform Act of Parent no circumstance exists that is reasonably likely 1986 and subsequent legislation, or has remaining a period of time under applicable Treasury regulations or IRS pronouncements in which to result in the loss of apply for such qualified status under Section 401(a) of the Codea determination letter and make any amendments necessary to obtain a favorable determination; (iii) Parent no "prohibited transaction," within the meaning of Section 4975 of the Code or Sections 406 and its Subsidiaries, where applicable, have timely paid or accrued all contributions, benefits, premiums407 of ERISA, and other payments required by the terms not otherwise exempt under Section 408 of each ERISA, has occurred with respect to any Parent Employee Plan and applicable Law and accounting principlesPlan; (iv) except to Parent's knowledge, there are no actions, suits or claims pending or threatened or reasonably anticipated (other than routine claims for benefits) against any Parent Employee Plan or against the extent limited by applicable Law, assets of any Parent Employee Plan; (v) each Parent Employee Plan can be amended, terminated, terminated or otherwise discontinued after the Effective Time Date in accordance with its terms, without material liability to Parent, the Company, Parent or any of its Subsidiaries Affiliates (other than ordinary administration expenses and typically incurred in a termination event); (vi) to Parent's knowledge, there are no audits, inquiries or proceedings pending or threatened by the IRS or DOL with respect of accrued benefits thereunder)to any Parent Employee Plan; and (vvii) to the Knowledge of Parent's knowledge, neither Parent nor any of its Parent ERISA Affiliates has engaged in a transaction that could reasonably Affiliate is subject Parent to any penalty or tax with respect to any Parent Employee Plan under Section 402(i) of ERISA Affiliate to a tax or penalty imposed by either Section Sections 4975 through 4980 of the Code or Section 502(i) of ERISA, except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse EffectCode.