Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; (iv) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption; (iv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement; and (v) no Employee Plan/Agreement is a plan which is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens.
Payments and Compliance. With respect to each Employee Plan/Agreement, all payments due from the Company to date have been made and all amounts properly accrued to date as liabilities of the Company which have not been paid, have been properly recorded on the books of the Company and to the extent they relate to employees employed by the Company as of the date thereof, are reflected in the Company Statements in such detail as required by the format of those Statements.
Payments and Compliance. With respect to each Employee Plan/Agreement (A) all payments due from any Seller Group Person to date have been made and all amounts properly accrued to date as liabilities of Seller which have not been paid have been properly recorded on the books of Seller and are reflected in Seller's most recent balance sheet; (B) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; and (C) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and, to the knowledge of each Seller Group Person, nothing has occurred since the date of such letter that would adversely affect such qualification or exemption. Each trust created under any such Employee Plan/Arrangement is exempt from tax under Section 501(a) of the Code and has been so exempt during the period from creation to date. Seller has furnished Buyer with the most recent determination letters of the Internal Revenue Service relating to each such Employee Plan/Arrangement. Each Employee Plan/Arrangement has been maintained in compliance with its terms and with the requirements prescribed by any and all applicable Laws, including but not limited to ERISA and the Code. (d) Post-
Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from any Target to date have been made and (ii) all amounts properly accrued to date as liabilities of any Target which have not been paid have been properly recorded on the books of such Target.
Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as Liabilities of Company (and all amounts not yet accrued but which will accrue or become due with respect to periods of employment prior to the Closing Date) which have not been paid and will be paid by the Company or will be reflected in the Final Closing Balance Sheet; (ii) Company has substantially complied with, and each such Employee Plan/Agreement conforms in all material respects in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, and (iii) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement or against the assets of such Employee Plan/Agreement.
Payments and Compliance. Except as set forth in Schedule 6.1l(e), with respect to each Employee Plan/Agreement, (i) all payments due from Seller to date have been made and all amounts properly accrued to date as a Liability of Seller which have not been paid have been properly recorded on the books of Seller and are reflected in the Financial Statements; (ii) Seller has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all Laws, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any Governmental Entity have been timely filed,; (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; and (iv) there are no actions, suits or claims pending (other than routine claims for benefits) or threatened with respect to such Employee Plan/Agreement, except where the failure to comply with the foregoing will not have a Material Adverse Effect.
Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from a Fiskars Company to date have been made and all amounts properly accrued to date as liabilities of the Fiskars Company which have not been paid have been properly recorded on the books of the Fiskars Company and are reflected in the Recent Balance Sheet; (ii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided; and (iii) each such Employee Plan/Agreement which is intended to qualify under Section 401 of the Code has received a favorable determination letter from the Internal Revenue Service with respect to such qualification, its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, and nothing has occurred since the date of such letter that has or is likely to adversely affect such qualification or exemption.
Payments and Compliance. With respect to each Employee Plan/Agreement, (i) all payments due from Company to date have been made and all amounts properly accrued to date as Liabilities of Company which have not been paid have been properly recorded on the books of Company and are reflected in the Recent Balance Sheet; (ii) Company has complied with, and each such Employee Plan/Agreement conforms in form and operation to, all applicable laws and regulations, including but not limited to ERISA and the Code, in all respects and all reports and information relating to such Employee Plan/Agreement required to be filed with any governmental entity have been timely filed; and (iii) all reports and information relating to each such Employee Plan/Agreement required to be disclosed or provided to participants or their beneficiaries have been timely disclosed or provided.
Payments and Compliance. With respect to each Benefit Plan, (i) all contributions, premium payments, distributions or other payments due to, from or made under or in connection with the Benefit Plan (or from Company with respect to each such Benefit Plan) required to have been made or paid as of the Closing have been so made or paid; (ii) each Benefit Plan and related trust has been established, administered, funded, and maintained in all material respects in accordance with its terms and in compliance in all material respects with all applicable Laws and Orders (including ERISA and, the Code and any applicable local Laws); (iii) all reports and information relating to the Benefit Plan required to be filed with any Governmental Entity has been timely filed (with extensions) or disclosed and, at the time of such filing was true and correct in all material respects; (iv) that is intended to qualify under Section 401 of the Code, such Benefit Plan has received a favorable determination letter from the IRS on which it may rely and its related trust has been determined to be exempt from taxation under Section 501(a) of the Code, or such Benefit Plan is on a prototype or volume submitter form, the sponsor of which has received an opinion or advisory letter from the Internal Revenue Service, and nothing has occurred since the date of such letter that has materially adversely affected or is reasonably likely to materially adversely affect such qualification or exemption; (v) there is no Litigation pending (other than routine claims for benefits being reviewed pursuant to the plan’s internal claim and approval process) or, to Company’s Knowledge, threatened with respect to the Benefit Plan or against the assets of the Benefit Plan; and (vi) the Benefit Plan is not a plan that is established and maintained outside the United States primarily for the benefit of individuals substantially all of whom are nonresident aliens. Neither the Company nor any of its Subsidiaries has or could be reasonably expected to have any Liability (whether or not yet assessed) under Chapter 43 of the Code or for failure to comply with any of Sections 6055 or 6056 of the Code, or, in connection with the provision of any Benefit Plan, Sections 6721 or 6722 of the Code, and no event has occurred or circumstance exists that could reasonably be expected to give rise to any such Liability with respect to any period prior to the Closing. With respect to each insurance policy that provides benefits under or with respect ...
Payments and Compliance. With respect to each U.S. Buyer Plan, except as would not reasonably be expected to result in a material liability to Buyer and its Subsidiaries, taken as a whole: (i) all contributions, premium payments, and other payments due under the plan have been completely and timely made; (ii) Buyer, its Subsidiaries and the plan administrators and fiduciaries (within the meaning of ERISA) have funded, administered and maintained the plan in material compliance with its terms and all applicable Laws and Orders, including ERISA, COBRA, the Affordable Care Act, and the Code; (iii) if intended to qualify under Section 401 of the Code, the plan has received a favorable determination, opinion, or advisory letter from the IRS on which the plan sponsor may rely with respect to such qualification and nothing has occurred that has caused or could reasonably be expected to cause the loss of such qualification; (iv) no U.S. Buyer Plan is under, and neither Buyer nor any of its Subsidiaries has received any notice with respect to a U.S. Buyer Plan of, an audit or investigation by the IRS, DOL, PBGC, or any other Governmental Authority; (v) no U.S. Buyer Plan provides any employer premium subsidies with respect to post-retirement health and welfare benefits or for any current or former employee of Buyer or any of its Subsidiaries (or any dependents or beneficiaries thereof), other than in connection with severance benefits; and (vi) no proceeding is pending or, to the Knowledge of Buyer, threatened against any U.S. Buyer Plan (other than routine claims for benefits and appeals of such claims), any trustee or fiduciaries thereof, any of the assets of any trust of the U.S. Buyer Plan, or any of Buyer or its Subsidiaries related to any such plan.
