Common use of Pension Matters Clause in Contracts

Pension Matters. (i) Any Plan shall fail to satisfy the minimum funding standard required for any plan year or part thereof under Section 412 of the Code or Section 302 of ERISA or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code or Section 303 or 304 of ERISA, (ii) a Reportable Event shall have occurred, (iii) any Plan that is subject to Title IV of ERISA is, shall have been or is likely to be terminated or to be the subject of termination proceedings under ERISA, (iv) any Plan shall have an Unfunded Current Liability, (v) a contribution required to be made by the US Borrower or any Subsidiary of the US Borrower with respect to a Plan, a Multiemployer Plan or a Foreign Pension Plan has not been timely made, (vi) the US Borrower or any Subsidiary of the US Borrower or any ERISA Affiliate has incurred or is likely to incur any liability to or on account of a Multiemployer Plan, (vii) the US Borrower or any Subsidiary of the US Borrower has incurred or is likely to incur liabilities pursuant to one or more employee welfare benefit plans (as defined in Section 3(1) of ERISA) that provide benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or pursuant to any Plan or Foreign Pension Plan, (viii) there has been a determination that any Multiemployer Plan is, or is expected to be, in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or (ix) there has been a determination that any Plan is in “at-risk” status (as defined in Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA) ; (b) there shall result from the event or events set forth in this Section 8.06 the imposition of a lien, the granting of a security interest, or a liability; and (c) such lien, security interest or liability, individually and/or in the aggregate, in the opinion of the Required Lenders, has had, or could reasonably be expected to have, a Material Adverse Effect; or

Pension Matters. (a) (i) Any Each Plan shall fail (and each related trust, insurance contract or fund) is in substantial compliance with its terms and with all applicable laws, including without limitation ERISA and the Code; (ii) each Plan that is intended to satisfy be qualified under Section 401(a) of the minimum funding standard required for any plan year or part thereof under Code has received a determination letter from the Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code and such determination letter has not been revoked; (iii) no Reportable Event has occurred; (iv) no Plan has an Unfunded Current Liability; (v) no Plan that is subject to Section 412 of the Code or Section 302 of ERISA has an accumulated funding deficiency, within the meaning of such sections of the Code or ERISA, or has applied for or received a waiver of such standard an accumulated funding deficiency or an extension of any amortization period is sought or granted under period, within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA; (vi) neither Holdings nor any Subsidiary of Holdings nor any ERISA Affiliate has incurred any liability to or on account of a Multiemployer Plan pursuant to Section 515, 4201, 4204, or 4212 of ERISA; (iivii) no proceedings have been instituted under Section 4042 of ERISA to terminate or appoint a Reportable Event shall have occurred, (iii) trustee to administer any Plan that is subject to Title IV of ERISA; and (viii) no lien imposed under the Code or ERISA is, shall have been on the assets of Holdings or any Subsidiary of Holdings or any ERISA Affiliate exists or is likely to be terminated or to be the subject arise on account of termination proceedings under ERISAany Plan; except, (iv) any Plan shall have an Unfunded Current Liability, (v) a contribution required to be made by the US Borrower or any Subsidiary of the US Borrower with respect to clauses (iii)-(viii), to the extent any exceptions thereunder could not, either individually or in the aggregate, reasonably be expected to have a Plan, a Multiemployer Plan or a Material Adverse Effect. (b) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. Neither Holdings nor any of its Subsidiaries has incurred any liability that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect in connection with the termination of or withdrawal from any Foreign Pension Plan that has not been timely madeaccrued or otherwise properly reserved on Holdings’s or such Subsidiary’s balance sheet. With respect to each Foreign Pension Plan that is required by applicable local law or by its terms to be funded through a separate funding vehicle, (vi) the US Borrower or any Subsidiary present value of the US Borrower accrued benefit liabilities (whether or any ERISA Affiliate has incurred or is likely to incur any liability to or on account of a Multiemployer Plan, (viinot vested) the US Borrower or any Subsidiary of the US Borrower has incurred or is likely to incur liabilities pursuant to one or more employee welfare benefit plans (as defined in Section 3(1) of ERISA) that provide benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or pursuant to any Plan or under each such Foreign Pension Plan, (viii) there has been a determination that any Multiemployer determined as of the latest valuation date for such Foreign Pension Plan ison the basis of actuarial assumptions, each of which is reasonable or utilized in accordance with applicable law, rule, or is expected to beregulation, in “endangered” or “critical” status (within did not exceed the meaning of Section 432 current value of the Code assets of such Foreign Pension Plan allocable to such benefit liabilities except to the extent that such underfunding could not reasonably be expected, either individually or Section 305 of ERISA) or (ix) there has been a determination that any Plan is in “at-risk” status (as defined in Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA) ; (b) there shall result from the event or events set forth in this Section 8.06 the imposition of a lien, the granting of a security interest, or a liability; and (c) such lien, security interest or liability, individually and/or in the aggregate, in the opinion of the Required Lenders, has had, or could reasonably be expected to have, have a Material Adverse Effect; or.

Pension Matters. (a) (i) Any Plan shall fail to satisfy the minimum funding standard required for any plan year or part thereof under Section 412 of the Code or Section 302 of ERISA or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code or Section 303 or 304 of ERISA, (ii) a Reportable Event shall have occurred, (iii) any Plan that is subject to Title IV of ERISA is, shall have been or is likely to be terminated or to be the subject of termination proceedings under ERISA, (iv) any Plan shall have an Unfunded Current Liability, (v) a contribution required to be made by the US Borrower Holdings or any Subsidiary of the US Borrower Holdings with respect to a Plan, a Multiemployer Plan or a Foreign Pension Plan has not been timely made, (vi) the US Borrower Holdings or any Subsidiary of the US Borrower Holdings or any ERISA Affiliate has incurred or is likely to incur any liability to or on account of a Multiemployer Plan, Plan or (vii) the US Borrower Holdings or any Subsidiary of the US Borrower Holdings has incurred or is likely to incur liabilities pursuant to one or more employee welfare benefit plans (as defined in Section 3(1) of ERISA) that provide benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or pursuant to any Plan or Foreign Pension Plan, (viii) there has been a determination that any Multiemployer Plan is, or is expected to be, in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or (ix) there has been a determination that any Plan is in “at-risk” status (as defined in Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA) ; (b) there shall result from the event or events set forth in this Section 8.06 the imposition of a lien, the granting of a security interest, or a liability; and (c) such lien, security interest or liability, individually and/or in the aggregate, in the opinion of the Required Lenders, has had, or could reasonably be expected to have, a Material Adverse Effect; or

Pension Matters. Schedule 7.17 (as such Schedule may be updated or supplemented from time to time by the Borrower as warranted by the ordinary course of business; provided that, prior to the effectiveness of any such update or supplement, the Administrative Agent, acting reasonably and in good faith, in consultation with the Borrower, shall have determined that such change or supplement is not being made to cure any Default that has occurred and is continuing as a result of any misrepresentation or error in, or omission from, such Schedule) sets forth a complete and correct list of, and that separately identifies, (i) Any Plan shall fail to satisfy the minimum funding standard required for any plan year or part thereof under Section 412 of the Code or Section 302 of ERISA or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code or Section 303 or 304 of ERISA, all Title IV Plans and (ii) a Reportable Event shall have occurredall Multiemployer Plans. Except for those material issues that would not, (iii) any Plan that is subject to Title IV of ERISA is, shall have been or is likely to be terminated or to be the subject of termination proceedings under ERISA, (iv) any Plan shall have an Unfunded Current Liability, (v) a contribution required to be made by the US Borrower or any Subsidiary of the US Borrower with respect to a Plan, a Multiemployer Plan or a Foreign Pension Plan has not been timely made, (vi) the US Borrower or any Subsidiary of the US Borrower or any ERISA Affiliate has incurred or is likely to incur any liability to or on account of a Multiemployer Plan, (vii) the US Borrower or any Subsidiary of the US Borrower has incurred or is likely to incur liabilities pursuant to one or more employee welfare benefit plans (as defined in Section 3(1) of ERISA) that provide benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or pursuant to any Plan or Foreign Pension Plan, (viii) there has been a determination that any Multiemployer Plan is, or is expected to be, in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or (ix) there has been a determination that any Plan is in “at-risk” status (as defined in Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA) ; (b) there shall result from the event or events set forth in this Section 8.06 the imposition of a lien, the granting of a security interest, or a liability; and (c) such lien, security interest or liability, individually and/or in the aggregate, in the opinion of the Required Lenders, has had, or could reasonably be expected to haveresult in an aggregate liability that exceeds the dollar limitations referred to in Section 11.01(j), (A) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other Laws, (B) each Benefit Plan, and each trust thereunder that is intended to qualify for tax exempt status under Section 401 or 501 of the Code is the subject of a Material Adverse Effect; orfavorable IRS determination letter or opinion letter to such effect, (C) there are no existing or pending (or to the knowledge of any Obligor or any of its Subsidiaries, threatened) claims (other than routine claims for benefits in the normal course), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which any Obligor or Subsidiary thereof incurs or otherwise has or would be expected to have an obligation or any liability or Claim, (D) no ERISA Event has occurred, (E) the Borrower, each of the Subsidiaries and each of their respective ERISA Affiliates have met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan, and no waiver of the minimum funding standards under the ERISA Funding Rules has been applied for or obtained, and (F) no ERISA Affiliate would have any Withdrawal Liability as a result of a complete withdrawal from any Multiemployer Plan on the date this representation is made..

Pension Matters. (a) (i) Any Each Plan shall fail (and each related trust, insurance contract or fund) is in substantial compliance with its terms and with all applicable laws, including without limitation ERISA and the Code; (ii) each Plan that is intended to satisfy be qualified under Section 401(a) of the minimum funding standard required Code has received a determination letter from the Internal Revenue Service to the effect that it meets the requirements of Sections 401(a) and 501(a) of the Code and such determination letter has not been revoked; (iii) no Reportable Event has occurred or is reasonably expected to occur that, when taken together with all other such Reportable Events for any plan year or part thereof under which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect; (iv) no Plan has an Unfunded Current Liability; (v) no Plan that is subject to Section 412 of the Code or Section 302 of ERISA has failed to satisfy the minimum funding standard, within the meaning of such sections of the Code or ERISA, applicable to such Plan, or has applied for or received a waiver of such the minimum funding standard with respect to any Plan or an extension of any amortization period is sought or granted under period, within the meaning of Section 412 of the Code or Section 303 or 304 of ERISA; (vi) neither the US Borrower nor any Subsidiary of the US Borrower nor any ERISA Affiliate has incurred any liability to or on account of a Multiemployer Plan pursuant to Section 515, 4201, 4204, or 4212 of ERISA; (iivii) no proceedings have been instituted under Section 4042 of ERISA to terminate or appoint a Reportable Event shall have occurred, (iii) trustee to administer any Plan that is subject to Title IV of ERISA is, shall have been or is likely to be terminated or to be the subject of termination proceedings under ERISA, (iv) any Plan shall have an Unfunded Current Liability, (v) a contribution required to be made by the US Borrower or any Subsidiary of the US Borrower with respect to a Plan, a Multiemployer Plan or a Foreign Pension Plan has not been timely made, (vi) the US Borrower or any Subsidiary of the US Borrower or any ERISA Affiliate has incurred or is likely to incur any liability to or on account of a Multiemployer Plan, (vii) the US Borrower or any Subsidiary of the US Borrower has incurred or is likely to incur liabilities pursuant to one or more employee welfare benefit plans (as defined in Section 3(1) of ERISA) that provide benefits to retired employees or other former employees (other than as required by Section 601 of ERISA) or pursuant to any Plan or Foreign Pension Plan, ; (viii) there has been a no determination that any Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA or in “endangered” or “critical” status (within the meaning of Section 432 of the Code or Section 305 of ERISA) or ); (ix) there has been a no determination that any Plan is in “at-risk” status (as defined in Section 430(i)(4) of the Code or Section 303(i)(4) of ERISA) ; (b) there shall result from the event or events set forth in this Section 8.06 the imposition of a lien, the granting of a security interest, or a liability); and (cx) such lienno lien imposed under the Code or ERISA on the assets of the US Borrower or any Subsidiary of the US Borrower or any ERISA Affiliate exists or is likely to arise on account of any Plan; except, security interest with respect to clauses (iii)-(xi), to the extent any exceptions thereunder could not, either individually or liability, individually and/or in the aggregate, in the opinion of the Required Lenders, has had, or could reasonably be expected to have, have a Material Adverse Effect; or. (b) Each Foreign Pension Plan has been maintained in substantial compliance with its terms and with the requirements of any and all applicable laws, statutes, rules, regulations and orders and has been maintained, where required, in good standing with applicable regulatory authorities. Neither the US Borrower nor any of its Subsidiaries has incurred any liability that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect in connection with the termination of or withdrawal from any Foreign Pension Plan that has not been accrued or otherwise properly reserved on the US Borrower’s or such Subsidiary’s balance sheet. With respect to each Foreign Pension Plan that is required by applicable local law or by its terms to be funded through a separate funding vehicle, the present value of the accrued benefit liabilities (whether or not vested) under each such Foreign Pension Plan, determined as of the latest valuation date for such Foreign Pension Plan on the basis of actuarial assumptions, each of which is reasonable or utilized in accordance with applicable law, rule, or regulation, did not exceed the current value of the assets of such Foreign Pension Plan allocable to such benefit liabilities except to the extent that such underfunding could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.