Common use of Pension and Profit Sharing Plans Clause in Contracts

Pension and Profit Sharing Plans. The Employee Benefit Plans described on Exhibit 3.16.2 have been duly authorized by the Board of Directors of Company. Each such plan is qualified in form and operation under Sections 401(a) and 501(a) of the Internal Revenue Code of 1986 (the "Code") and no event has occurred which will or could give rise to disqualification of any such plan under said Sections. No event has occurred which will or could subject any such plans to tax under Section 511 of the Code. No prohibited transaction (within the meaning of Section 4975 of the Code) or party-in-interest transaction (within the meaning of Section 406 of ERISA) has occurred with respect to any of such Plans. All costs of Plans have been provided for on the basis of consistent methods in accordance with sound actuarial assumptions and practices. As of the last valuation date for each of the Plans listed which are pension plans ("Employee Benefit Pension Plans") within the meaning of Section 3(2) of ERISA, the assets of such plan exceeded (or were less than the benefit liability of such plan), computed on a plan termination basis, by at least the amount shown below (or, in the case of an underfunded plan, by no more than the amount shown below): Plan Amounts by which assets exceed (or are less than) benefit liability on a plan termination basis $ $ $ $ Since the last valuation date for each Employee Pension Benefit Plan, there has been no amendment or change thereunder and, to the knowledge of Company, there has been no event or occurrence which would cause the excess of assets over benefit liabilities listed above to be reduced or the amount by which liabilities exceeded assets as listed above to be increased. Company has delivered to counsel for the Investors for each of the Employee Pension Benefit Plans (a) a copy of the Form 5500 which was filed in each of the most recent three plan years, including, without limitation, all schedules thereto and all financial statements with attached opinions of independent accountants, (b) a copy of the Form PBGC-1 which was filed in each of the most recent three Plan years, and (c) the most recent determination letter from the Internal Revenue Service. Copies have been furnished to such counsel of (a) the consolidated statement of assets and liabilities of each of the Employee Pension Benefit Plans as of its most recent valuation date; (b) the statement of changes in fund balance and in financial position or the statement of changes in net assets available for benefits under each of said Plans for the most recently ended plan year, and, (c) with respect to any such Plan which is subject to Title IV of ERISA, the actuarial report as of the last valuation date. Such documents fairly present the financial condition of each of said Plans as at such dates and the results of operations of each of said Plans, all in accordance with generally accepted accounting principles applied on a consistent basis.

Pension and Profit Sharing Plans. The Employee Benefit Plans described on Exhibit 3.16.2 have been duly authorized by the Board of Directors of Company. Each such plan is qualified in form and operation under Sections 401(a) and 501(a) of the Internal Revenue Code of 1986 (the "“Code"”) and no event has occurred which will or could give rise to disqualification of any such plan under said Sections. No event has occurred which will or could subject any such plans to tax under Section 511 of the Code. No prohibited transaction (within the meaning of Section 4975 of the Code) or party-in-interest transaction (within the meaning of Section 406 of ERISA) has occurred with respect to any of such Plans. All costs of Plans have been provided for on the basis of consistent methods in accordance with sound actuarial assumptions and practices. As of the last valuation date for each of the Plans listed which are pension plans ("“Employee Benefit Pension Plans"”) within the meaning of Section 3(2) of ERISA, the assets of such plan exceeded (or were less than the benefit liability of such plan), computed on a plan termination basis, by at least the amount shown below (or, in the case of an underfunded plan, by no more than the amount shown below): Plan Amounts by which assets exceed (or are less than) benefit liability on a plan termination basis $ $ $ $ Since the last valuation date for each Employee Pension Benefit Plan, there has been no amendment or change thereunder and, to the knowledge of Company, there has been no event or occurrence which would cause the excess of assets over benefit liabilities listed above to be reduced or the amount by which liabilities exceeded assets as listed above to be increased. Company has delivered to counsel for the Investors for each of the Employee Pension Benefit Plans (a) a copy of the Form 5500 which was filed in each of the most recent three plan years, including, without limitation, all schedules thereto and all financial statements with attached opinions of independent accountants, (b) a copy of the Form PBGC-1 which was filed in each of the most recent three Plan years, and (c) the most recent determination letter from the Internal Revenue Service. Copies have been furnished to such counsel of (a) the consolidated statement of assets and liabilities of each of the Employee Pension Benefit Plans as of its most recent valuation date; (b) the statement of changes in fund balance and in financial position or the statement of changes in net assets available for benefits under each of said Plans for the most recently ended plan year, and, (c) with respect to any such Plan which is subject to Title IV of ERISA, the actuarial report as of the last valuation date. Such documents fairly present the financial condition of each of said Plans as at such dates and the results of operations of each of said Plans, all in accordance with generally accepted accounting principles applied on a consistent basis.