Common use of Pension and Welfare Plans Clause in Contracts

Pension and Welfare Plans. Each Pension Plan of Borrower or Guarantor complies in all material respects with all applicable statutes and governmental rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor Guarantor nor any ERISA Affiliate has withdrawn from any Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” as defined in Sections 4203 or 4205 of ERISA, respectively; no steps have been instituted by Borrower or Guarantor to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien or Encumbrance under Section 302(f) of ERISA; no condition exists or event or transaction has occurred in connection with any Pension Plan or Multiemployer Plan which could reasonably be expected to result in the incurrence by Borrower or Guarantor or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower nor Guarantor nor any ERISA Affiliate is a “contributing sponsor” as defined in Section 4001(a)(13) of ERISA of a “single-employer plan” as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Neither Borrower nor Guarantor has any contingent liability with respect to any Welfare Plan which covers retired or terminated employees and their beneficiaries.

Pension and Welfare Plans. Each Pension Plan of Borrower or Guarantor complies in all material respects with all applicable statutes and governmental rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor Guarantor none of the Borrowers nor any ERISA Affiliate nor any Subsidiary of any of the Borrowers has withdrawn from any Multiemployer Plan in a “"complete withdrawal” " or a “"partial withdrawal” " as defined in Sections 4203 or 4205 of ERISA, respectively; no steps have been instituted by Borrower any of the Borrowers, any ERISA Affiliate or Guarantor any Subsidiary of any of the Borrowers to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien or Encumbrance under Section 302(f) of ERISA; no condition exists or event or transaction has occurred in connection with any Pension Plan or Multiemployer Plan which could reasonably be expected to result in the incurrence by Borrower or Guarantor or any of the Borrowers, any ERISA Affiliate or any Subsidiary of any of the Borrowers of any material liability, fine or penalty; and neither Borrower nor Guarantor none of the Borrowers nor any ERISA Affiliate nor any Subsidiary of any of the Borrowers is a “"contributing sponsor” " as defined in Section 4001(a)(13) of ERISA of a “"single-employer plan” " as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Neither Borrower Except as disclosed on Schedule 6.6 attached hereto, none of the Borrowers nor Guarantor any Subsidiary of any of the Borrowers has any contingent liability with respect to any Welfare Plan "employee welfare benefit plan", as such term is defined in Section 3(a) of ERISA, which covers retired or terminated employees and their beneficiaries.

Pension and Welfare Plans. Each Pension Plan of Borrower or Guarantor and Welfare Plan complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor Guarantor any Subsidiary nor any ERISA Affiliate has withdrawn from any Multiemployer Multi-Employer Plan in a “complete withdrawal” or a “partial withdrawal” as defined in Sections 4203 or 4205 of ERISA, respectively; neither Borrower nor any Subsidiary nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower nor any Subsidiary nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by Borrower or Guarantor any Subsidiary or any ERISA Affiliate to terminate any defined benefit Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien or Encumbrance under Section 302(f) of ERISA; no condition exists or event or transaction has occurred in connection with any Pension Plan, any Pension Plan that is subject to Section 302 of ERISA, Multi-Employer Plan or Multiemployer Welfare Plan which could reasonably be expected to result in the incurrence by Borrower or Guarantor any Subsidiary or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower nor Guarantor any Subsidiary nor any ERISA Affiliate is a “contributing sponsor” as defined in Section 4001(a)(13) of ERISA of a “single-employer plan” as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Neither Except as disclosed on the consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to Lender, neither Borrower nor Guarantor any Subsidiary nor any ERISA Affiliate has any contingent unfunded liability with respect to any Welfare Plan which covers retired or terminated employees and their beneficiariesPlan.

Pension and Welfare Plans. The Guarantor has no pension plans or welfare plans other than as previously disclosed to the Agent in writing. Each Pension Plan welfare plan, as such term is defined in Section 3.1 of Borrower or Guarantor ERISA, complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event reportable event has occurred and is continuing with respect to any Pension Planwelfare plan; neither Borrower nor the Guarantor nor any ERISA Affiliate affiliate has withdrawn from any Multiemployer Plan multi-employer plan in a “complete withdrawal” or a “partial withdrawal” as defined in Sections 4203 or 4205 of ERISA, respectively; neither the Guarantor nor any ERISA affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither the Guarantor nor any ERISA affiliate has in the past contributed to or currently contributes to a multi-employer plan; neither the Guarantor nor any ERISA affiliate has any withdrawal liability with respect to a multi-employer plan; no steps have been instituted by Borrower the Guarantor or Guarantor any ERISA affiliate to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien or Encumbrance under Section 302(f) of ERISAwelfare plan; no condition exists or event or transaction has occurred in connection with any Pension Plan multi-employer plan or Multiemployer Plan welfare plan which could reasonably be expected to result in the incurrence by Borrower or neither the Guarantor or nor any ERISA Affiliate affiliate of any material liability, fine or penalty; and neither Borrower nor the Guarantor nor any ERISA Affiliate affiliate is a “contributing sponsor” as defined in Section 4001(a)(13) of ERISA of a “single-employer plan” as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Neither Borrower Except as disclosed on the consolidated financial statements of the Guarantor heretofore delivered by the Guarantor to the Agent, neither the Guarantor nor Guarantor any ERISA affiliate has any contingent liability with respect to any Welfare Plan which covers retired or terminated employees and their beneficiarieswelfare plan.

Pension and Welfare Plans. Each Pension Plan of Borrower or Guarantor complies in all material respects with all applicable statutes and governmental rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor Guarantor Borrower, Royal Palm, any ERISA Affiliate, any Subsidiary nor any ERISA Affiliate Subsidiary Bank has withdrawn from any Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” as defined in Sections sections 4203 or 4205 of ERISA, respectively; no steps have been instituted by Borrower Borrower, Royal Palm, any ERISA Affiliate, any Subsidiary or Guarantor any Subsidiary Bank to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien or Encumbrance under Section 302(f) of ERISA; no condition exists or event or transaction has occurred in connection with any Pension Plan or Multiemployer Plan which could reasonably be expected to result in the incurrence by Borrower or Guarantor Borrower, Royal Palm, any ERISA Affiliate, any Subsidiary, or any ERISA Affiliate Subsidiary Bank of any material liability, fine or penalty; and neither Borrower nor Guarantor Borrower, Royal Palm, any ERISA Affiliate, any Subsidiary, nor any ERISA Affiliate Subsidiary Bank is a “contributing sponsor” as defined in Section 4001(a)(134001 (a) (13) of ERISA of a “single-employer plan” as defined in Section 4001(a)(154001 (a) (15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Neither Borrower Borrower, Royal Palm, any Subsidiary nor Guarantor any Subsidiary Bank has any contingent liability with respect to any Welfare Plan “employee welfare benefit plans”, as such term is defined in Section 3(a) of ERISA, which covers retired or terminated employees and their beneficiaries.

Pension and Welfare Plans. Each Pension Plan of Borrower or Guarantor complies in all material respects with all applicable statutes and governmental rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor Guarantor nor none of Borrower, any Subsidiary Holding Company, any ERISA Affiliate or any Subsidiary Bank has withdrawn from any Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” as defined in Sections sections 4203 or 4205 of ERISA, respectively; no steps have been instituted by Borrower Borrower, any Subsidiary Holding Company, any ERISA Affiliate or Guarantor any Subsidiary Bank to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien or Encumbrance under Section 302(f) of ERISA; no condition exists or event or transaction has occurred in connection with any Pension Plan or Multiemployer Plan which could reasonably be expected to result in the incurrence by Borrower or Guarantor Borrower, any Subsidiary Holding Company, any ERISA Affiliate, or any ERISA Affiliate Subsidiary Bank of any material liability, fine or penalty; and neither Borrower nor Guarantor nor none of Borrower, any Subsidiary Holding Company, any ERISA Affiliate or any Subsidiary Bank is a “contributing sponsor” as defined in Section 4001(a)(134001(a) (13) of ERISA of a “single-employer plan” as defined in Section 4001(a)(154001(a) (15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Neither Borrower nor Guarantor None of Borrower, any Subsidiary Holding Company, any ERISA Affiliate or any Subsidiary Bank has any contingent liability with respect to any Welfare Plan “employee welfare benefit plans”, as such term is defined in Section 3(a) of ERISA, which covers retired or terminated employees and their beneficiaries.

Pension and Welfare Plans. Each Pension Plan of Borrower or Guarantor and Welfare Plan ------------------------- complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor Guarantor nor any ERISA Affiliate has withdrawn from any Multiemployer Multi-Employer Plan in a “"complete withdrawal” " or a “"partial withdrawal” " as defined in Sections 4203 or 4205 of ERISA, respectively; neither Borrower nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither Borrower nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; neither Borrower nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by Borrower or Guarantor any ERISA Affiliate to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien or Encumbrance under Section 302(f) of ERISA; no condition exists or event or transaction has occurred in connection with any Pension Plan, Multi-Employer Plan or Multiemployer Welfare Plan which could reasonably be expected to result in the incurrence by Borrower or Guarantor or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower nor Guarantor nor any ERISA Affiliate is a “"contributing sponsor” " as defined in Section 4001(a)(13) of ERISA of a “"single-employer plan” " as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Neither Except as disclosed on the consolidated financial statements of Borrower and its Subsidiaries delivered by Borrower to Lender, neither Borrower nor Guarantor any ERISA Affiliate has any contingent liability with respect to any Welfare Plan which covers retired or terminated employees and their beneficiariesPlan.

Pension and Welfare Plans. Each Pension Plan of Borrower or Guarantor complies in all material respects with all applicable statutes and governmental rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor Guarantor nor any ERISA Affiliate has withdrawn from any Multiemployer Plan in a “"complete withdrawal” " or a “"partial withdrawal” " as defined in Sections 4203 or 4205 of ERISA, respectively, which resulted in a withdrawal liability that has not been satisfied or which could result in a withdrawal liability for the Borrower or any ERISA Affiliate in excess of, for all such withdrawals, $25,000; no steps have been instituted by Borrower or Guarantor to terminate any Pension PlanPlan (other than in connection with a termination that qualifies under Section 4041(b) of ERISA); no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien or Encumbrance under Section 302(f) of ERISA; no condition exists or event or transaction has occurred in connection with any Pension Plan or Multiemployer Plan which could reasonably be expected to result in the incurrence by Borrower or Guarantor Borrower, any other Obligor or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower nor Guarantor any other Obligor nor any ERISA Affiliate is a “"contributing sponsor” " as defined in Section 4001(a)(13) of ERISA of a “"single-employer plan” " as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors sponsors, at least two of whom are not under common control. Neither Except as listed in Schedule 4.19, neither Borrower nor Guarantor any Subsidiary nor any other Obligor has any contingent liability with respect to any Welfare Plan "employee welfare benefit plans," as such term is defined in Section 3(1) of ERISA, which covers retired or terminated employees and their beneficiaries, other than liability for continuation coverage described in Part 6 of Subtitle B of Title I of ERISA.

Pension and Welfare Plans. Each Pension Plan of Borrower or Guarantor complies in all material respects with all applicable statutes and governmental rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor Guarantor nor any ERISA Affiliate nor any Subsidiary of either of the Borrowers has withdrawn from any Multiemployer Plan in a “"complete withdrawal” " or a “"partial withdrawal” " as defined in Sections 4203 or 4205 of ERISA, respectively; no steps have been instituted by Borrower either of the Borrowers, any ERISA Affiliate or Guarantor any Subsidiary of either of the Borrowers to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien or Encumbrance under Section 302(f) of ERISA; no condition exists or event or transaction has occurred in connection with any Pension Plan or Multiemployer Plan which could reasonably be expected to result in the incurrence by Borrower or Guarantor or either of the Borrowers, any ERISA Affiliate or any Subsidiary of either of the Borrowers of any material liability, fine or penalty; and neither Borrower nor Guarantor nor any ERISA Affiliate nor any Subsidiary of either of the Borrowers is a “"contributing sponsor” " as defined in Section 4001(a)(13) of ERISA of a “"single-employer plan” " as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Neither Except as disclosed on Schedule 6.6 attached hereto, neither Borrower nor Guarantor any Subsidiary of either of the Borrowers has any contingent liability with respect to any Welfare Plan "employee welfare benefit plan", as such term is defined in Section 3(a) of ERISA, which covers retired or terminated employees and their beneficiaries.

Pension and Welfare Plans. Each Pension Plan of Borrower or Guarantor complies in all material respects with all applicable statutes and governmental rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor Guarantor none of the Borrowers nor any ERISA Affiliate nor any Subsidiary of any of the Borrowers has withdrawn from any Multiemployer Plan in a “complete withdrawal” or a “partial withdrawal” as defined in Sections 4203 or 4205 of ERISA, respectively; no steps have been instituted by Borrower any of the Borrowers, any ERISA Affiliate or Guarantor any Subsidiary of any of the Borrowers to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien or Encumbrance under Section 302(f) of ERISA; no condition exists or event or transaction has occurred in connection with any Pension Plan or Multiemployer Plan which could reasonably be expected to result in the incurrence by Borrower or Guarantor or any of the Borrowers, any ERISA Affiliate or any Subsidiary of any of the Borrowers of any material liability, fine or penalty; and neither Borrower nor Guarantor none of the Borrowers nor any ERISA Affiliate nor any Subsidiary of Borrowers is a “contributing sponsor” as defined in Section 4001(a)(13) of ERISA of a “single-employer plan” as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Neither Borrower Except as disclosed on Schedule 5.6 attached hereto, none of the Borrowers nor Guarantor any Subsidiary of any of the Borrowers has any contingent liability with respect to any Welfare Plan “employee welfare benefit plan”, as such term is defined in Section 3(a) of ERISA, which covers retired or terminated employees and their beneficiaries, other than as required by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

Pension and Welfare Plans. (a) Each Pension Plan of Borrower or Guarantor and Welfare Plan complies in all material respects with ERISA and all other applicable statutes and governmental and regulatory rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor Guarantor the Issuer nor any ERISA Affiliate has withdrawn from any Multiemployer Multi-Employer Plan in a “complete withdrawal” or a “partial withdrawal” as defined in Sections 4203 or 4205 of ERISA, respectively; neither the Issuer nor any ERISA Affiliate has entered into an agreement pursuant to Section 4204 of ERISA; neither the Issuer nor any ERISA Affiliate has in the past contributed to or currently contributes to a Multi-Employer Plan; neither the Issuer nor any ERISA Affiliate has any withdrawal liability with respect to a Multi-Employer Plan; no steps have been instituted by Borrower the Issuer or Guarantor any ERISA Affiliate to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien or Encumbrance under Section 302(f) of ERISA; no condition exists or event or transaction has occurred in connection with any Pension Plan, Multi-Employer Plan or Multiemployer Welfare Plan which could reasonably be expected to result in the incurrence by Borrower or Guarantor the Issuer or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower nor Guarantor the Issuer nor any ERISA Affiliate is a “contributing sponsor” as defined in Section 4001(a)(13) of ERISA of a “single-single employer plan” as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Neither Borrower Except as disclosed on the consolidated financial statements of the Issuer and its Subsidiaries delivered by the Issuer to each Purchaser, neither the Issuer nor Guarantor any ERISA Affiliate has any contingent unfunded liability with respect to any Welfare Plan which covers retired or terminated employees and their beneficiariesPlan.

Pension and Welfare Plans. Each Pension Plan of Borrower or Guarantor complies in ------------------------- all material respects with all applicable statutes and governmental rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor Guarantor nor any ERISA Affiliate has withdrawn from any Multiemployer Plan in a “"complete withdrawal” " or a “"partial withdrawal” " as defined in Sections sections 4203 or 4205 of ERISA, respectively; no steps have been instituted by Borrower or Guarantor to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien or Encumbrance under Section section 302(f) of ERISA; no condition exists or event or transaction has occurred in connection with any Pension Plan or Multiemployer Plan which could reasonably be expected to result in the incurrence by Borrower or Guarantor or any ERISA Affiliate of any material liability, fine or penaltypenalty which constitutes or could reasonably be expected to constitute a Material Adverse Occurrence; and neither Borrower nor Guarantor nor any ERISA Affiliate is a “"contributing sponsor” " as defined in Section section 4001(a)(13) of ERISA of a “"single-employer plan” " as defined in Section section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Neither Except as listed in ITEM 7.14 of the Disclosure Schedule, neither Borrower nor Guarantor --------- any of its Subsidiaries has any contingent liability with respect to any post-retirement benefit under any Welfare Plan which covers retired or terminated employees and their beneficiaries, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

Pension and Welfare Plans. Each Pension Plan of Borrower or Guarantor complies complies, and has been administered in compliance, in all material respects respects, with all applicable statutes and governmental rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither Borrower nor Guarantor nor any ERISA Affiliate has withdrawn from any Multiemployer Plan in a “"complete withdrawal” " or a “"partial withdrawal” " as defined in Sections 4203 or 4205 of ERISA, respectively; no steps have been instituted by Borrower or Guarantor to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien or Encumbrance under Section 302(f) of ERISA; no condition exists or event or transaction has occurred in connection with any Pension Plan or Multiemployer Plan which could reasonably be expected to result in the incurrence by Borrower or Guarantor Borrower, any other Obligor or any ERISA Affiliate of any material liability, fine or penalty; and neither Borrower nor Guarantor any other Obligor nor any ERISA Affiliate is a “"contributing sponsor” " as defined in Section 4001(a)(134001(a) (13) of ERISA of a “"single-employer plan” " as defined in Section 4001(a)(154001(a) (15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Neither Except as listed in SCHEDULE 4.19, neither Borrower nor Guarantor any ERISA Affiliate, to the extent there is joint and several liability with Borrower to pay such benefits, has any contingent liability to pay any welfare benefits under any employee welfare benefit plan within the meaning of Section 3(1) of ERISA to former employees thereof or to current employees with respect to any Welfare Plan which covers retired claims incurred after the termination of their employment other than as required by Section 4980B of the Code or terminated employees and their beneficiariesPart 6 of Subtitle B of Title 1 of ERISA.

Pension and Welfare Plans. Each Pension Plan of Borrower or Guarantor ------------------------- substantially complies in all material respects with all applicable statutes and governmental rules and regulations; no Reportable Event has occurred and is continuing with respect to any Pension Plan; neither any Borrower nor Guarantor nor any ERISA Affiliate nor any Subsidiary of a Borrower has withdrawn from any Multiemployer Plan in a “"complete withdrawal” " or a “"partial withdrawal” " as defined in Sections 4203 or 4205 of ERISA, respectively; no steps have been instituted by any Borrower, any ERISA Affiliate or any Subsidiary of a Borrower or Guarantor to terminate any Pension Plan; no contribution failure has occurred with respect to any Pension Plan sufficient to give rise to a Lien or Encumbrance under Section 302(f) of ERISA; no condition exists or event or transaction has occurred in connection with any Pension Plan or Multiemployer Plan which could reasonably be expected to result in the incurrence by Borrower or Guarantor or any Borrower, any ERISA Affiliate or any Subsidiary of a Borrower of any material liability, fine or penalty; and neither any Borrower nor Guarantor nor any ERISA Affiliate nor any Subsidiary of a Borrower is a “"contributing sponsor” " as defined in Section 4001(a)(13) of ERISA of a “"single-employer plan” " as defined in Section 4001(a)(15) of ERISA which has two or more contributing sponsors at least two of whom are not under common control. Neither any Borrower nor Guarantor any Subsidiary of a Borrower has any contingent liability with respect to any Welfare Plan "employee welfare benefit plan" as such term is defined in Section 3(a) of ERISA, which covers retired or terminated employees and their beneficiaries.