Common use of Pension Matters Clause in Contracts

Pension Matters. Except as could not reasonably be expected to result in a Material Adverse Effect, each Qualified Plan has received a favorable determination or may rely upon an opinion letter for a prototype plan letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, as of the date of this Agreement, to the knowledge of the Obligors, nothing has occurred that would reasonably be expected to prevent, or cause the loss of, such qualification. Except as could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other applicable Laws, and (y) no ERISA Event has occurred or is reasonably expected to occur. Except as could not reasonably be expected to result in a Material Adverse Effect, each Obligor and each of its ERISA Affiliates has met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan. Except as could not reasonably be expected to result in a Material Adverse Effect, as of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and neither any Obligor nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60%) as of the most recent valuation date. Except as could not reasonably be expected to result in a Material Adverse Effect, as of the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) of any Obligor or its Subsidiaries remain outstanding. To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable requirements of law and has been maintained, where required, in good standing with applicable regulatory authorities, except to the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Except as could not reasonably be expected to result in a Material Adverse Effect, no Obligor, nor any ERISA Affiliate or Subsidiary thereof, has incurred any obligation in connection with the termination of or withdrawal from any Foreign Plan. Except as could not reasonably be expected to result in a Material Adverse Effect, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan that is funded, determined as of the end of the most recently ended fiscal year of the Obligor or ERISA Affiliate or Subsidiary, as applicable, on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign Plan, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan are properly accrued.

Pension Matters. Except as could not reasonably be expected to result in Schedule 7.17 sets forth, a Material Adverse Effectcomplete and correct list of, and that separately identifies, (i) all Title IV Plans, (ii) all Multiemployer Plans and (iii) all material Benefit Plans. Each Qualified Plan, and each Qualified Plan trust thereunder, has received a favorable determination or may rely upon an opinion letter for a prototype plan letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, as of the date of this Agreement, to the knowledge of the Obligors, nothing has occurred that would reasonably be expected to prevent, or cause the loss of, such qualification. Except as for those that could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other applicable Laws, (y) there are no existing or pending (or to the knowledge of any Obligor, 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 could have an obligation or any liability or Claim and (yz) no ERISA Event has occurred or is reasonably expected to occur. Except as could not reasonably be expected to result in a Material Adverse Effect, each Obligor The Borrower and each of its ERISA Affiliates has 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. Except as could not reasonably be expected to result in a Material Adverse Effect, as As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and neither any Obligor nor any of its Subsidiaries nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60%) as of the most recent valuation date. Except as could not reasonably be expected to result in a Material Adverse Effect, as As of the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) of any Obligor or its Subsidiaries remain outstanding. To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable requirements of law Law and has been maintained, where required, in good standing with applicable regulatory authorities, except to the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Except as could not reasonably be expected to result in a Material Adverse Effect, no Obligor, Neither the Borrower nor any ERISA Affiliate or Subsidiary thereof, has incurred any material obligation in connection with the termination of or withdrawal from any Foreign Plan. Except as could not reasonably be expected to result in a Material Adverse Effect, the The present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan that is funded, determined as of the end of the most recently ended fiscal year of the Obligor or ERISA Affiliate Borrower or Subsidiary, as applicable, on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign PlanPlan by a material amount, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan are properly accrued.

Pension Matters. Except Schedule 7.17 sets forth a complete and correct list of, and that separately identifies, (i) all Title IV Plans, (ii) all Multiemployer Plans and (iii) all material Benefit Plans of the Borrower and each of its Subsidiaries. Each Plan, and each trust thereunder, intended to qualify for tax exempt status under Section 401 or 501 of the Code or other Laws so qualifies. Each Plan is in material compliance with applicable provisions of ERISA, the Code and other Laws; except as could not reasonably be expected to result in a Material Adverse EffectEffect or a Material Regulatory Event, each Qualified Plan has received a favorable determination there are no existing or may rely upon an opinion letter for a prototype plan letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, as of the date of this Agreementpending (or, to the knowledge of the ObligorsBorrower, nothing has occurred that would reasonably be expected to prevent, or cause the loss of, such qualification. Except as could not, threatened) Claims (other than routine Claims for benefits in the aggregatenormal course), reasonably be expected sanctions, actions, lawsuits or other proceedings or investigations involving any Plan to result in a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code which any Obligor or Subsidiary thereof incurs or otherwise has or could have an obligation or any liability or Claim and other applicable Laws, and (y) no ERISA Event has occurred or is reasonably expected to occur. Except as could not reasonably be expected to result in a Material Adverse Effect, each Obligor The Borrower and each of its ERISA Affiliates has 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. Except as could not reasonably be expected to result in a Material Adverse Effect, as As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and neither any Obligor none of the Borrower nor any of its Subsidiaries nor any of their ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60%) as of the most recent valuation date. Except as could not reasonably be expected to result in a Material Adverse Effect, as As of the Closing Datedate hereof, no ERISA Event has occurred or is reasonably expected to occur in connection with which obligations and liabilities (contingent or otherwise) of any Obligor or its Subsidiaries remain outstanding. To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable requirements of law and has been maintained, where required, in good standing with applicable regulatory authorities, except to the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Except as could not reasonably be expected to result in a Material Adverse Effect, no Obligor, nor any No ERISA Affiliate or Subsidiary thereof, has incurred would have any obligation in connection with the termination Withdrawal Liability as a result of or a complete withdrawal from any Foreign Plan. Except as could not reasonably be expected to result in a Material Adverse Effect, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Multiemployer Plan that is funded, determined as of the end of the most recently ended fiscal year of the Obligor or ERISA Affiliate or Subsidiary, as applicable, on the basis of actuarial assumptions, each of which date this representation is reasonable, did not exceed the current value of the property of such Foreign Plan, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan are properly accruedmade.

Pension Matters. Except Schedule 7.16 sets forth (as could not reasonably such schedule may be expected to result in updated on any Bringdown Date), a Material Adverse Effectcomplete and correct list of, and separately identifies, (i) all Title IV Plans and (ii) all Multiemployer Plans. Each Qualified Plan, and each Qualified Plan trust thereunder, has received a favorable determination or may rely upon an opinion letter for a prototype preapproved plan letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, as of the date of this Agreement, to the knowledge of the Obligors, nothing has occurred that would reasonably be expected to prevent, or cause the loss of, such qualification. Except as for those that could not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, (x) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other applicable Laws, (y) there are no existing or pending (or to the knowledge of any Obligor, 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 could have an obligation or any liability or Claim and (yz) no ERISA Event has occurred or is reasonably expected to occur. Except as could not reasonably be expected to result in a Material Adverse Effect, each Obligor The Borrower and each of its ERISA Affiliates has 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. Except as could not reasonably be expected to result in a Material Adverse Effect, as As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and neither any Obligor nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60%) as of the most recent valuation date. Except as for those that could not not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, as of the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) of any Obligor or its Subsidiaries remain outstanding. To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable requirements of law Law and has been maintained, where required, in good standing with applicable regulatory authorities, except to the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Except as for those that could not not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, no Obligor, neither the Borrower nor any ERISA Affiliate or Subsidiary thereof, has incurred any obligation in connection with the termination of or withdrawal from any Foreign PlanPlan that remains outstanding. Except as for those that could not not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Plan that is funded, determined as of the end of the most recently ended fiscal year of the Obligor or ERISA Affiliate Borrower or Subsidiary, as applicable, on the basis of actuarial assumptions, each of which is reasonable, did not exceed the current value of the property of such Foreign PlanPlan by a material amount, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan are properly accrued.

Pension Matters. Except as could not reasonably be expected Schedule 7.17 sets forth a complete and correct list of, and that separately identifies, (i) all Title IV Plans, (ii) all Multiemployer Plans and (iii) all material Benefit Plans. Each Benefit Plan, and each trust thereunder, intended to result in a Material Adverse Effect, each Qualified Plan has received a favorable determination qualify for tax exempt status under Section 401 or may rely upon an opinion letter for a prototype plan letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, as 501 of the date of this Agreement, to the knowledge of the Obligors, nothing has occurred that would reasonably be expected to prevent, Code or cause the loss of, such qualificationother applicable Law so qualifies. Except as for those that could not, in the aggregate, reasonably be expected to result in have a Material Adverse Effect, (x) each Benefit Plan and Foreign Pension Plan is in compliance with all applicable provisions of ERISA, the Code and or other applicable LawsLaw, (y) there are no existing or pending or, to the knowledge of any Obligor, threatened Claims (other than routine claims for benefits in the normal course of business), sanctions, actions, lawsuits or other proceedings or investigation involving any Benefit Plan to which an Obligor or any Subsidiary thereof incurs or otherwise has or could reasonably be expected to have an obligation or any liability or Claim and (yz) no ERISA Event has occurred or is reasonably expected to occur. Except as could not reasonably be expected to result in a Material Adverse Effect, each Each Obligor and each of its ERISA Affiliates has 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. Except as could not reasonably be expected to result in a Material Adverse Effect, as As of the most recent valuation date for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%), and neither any Obligor none of the Obligors, nor any of its their Subsidiaries nor any of their ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60%) as of the most recent valuation date. Except as could would not (either individually or in the aggregate) reasonably be expected to result in ny-2328495 have a Material Adverse Effect, as of the Closing Date, no ERISA Event has occurred or is reasonably expected to occur in connection with which obligations and liabilities (contingent or otherwise) of any Obligor or its Subsidiaries remain outstanding. To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable requirements of law and has been maintained, where required, in good standing with applicable regulatory authorities, except to the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Except as could not reasonably be expected to result in a Material Adverse Effect, no Obligor, nor any No ERISA Affiliate or Subsidiary thereof, has incurred would have any obligation in connection with the termination Withdrawal Liability as a result of or a complete withdrawal from any Foreign Plan. Except as could not reasonably be expected to result in a Material Adverse Effect, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Multiemployer Plan that is funded, determined as of the end of the most recently ended fiscal year of the Obligor or ERISA Affiliate or Subsidiary, as applicable, on the basis of actuarial assumptions, each of which date this representation is reasonable, did not exceed the current value of the property of such Foreign Plan, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan are properly accruedmade.

Pension Matters. Except Schedule 7.17 (as could not reasonably such Schedule may be expected updated or supplemented from time to result in a Material Adverse Effect, each Qualified Plan has received a favorable determination or may rely upon an opinion letter for a prototype plan letter from the IRS or an application for such a letter is currently being processed time by the IRS with respect thereto andBorrower as warranted by the ordinary course of business; provided that, as of the date of this Agreement, prior to the knowledge effectiveness of any such update or supplement, the ObligorsAdministrative Agent, nothing 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) all Title IV Plans and (ii) all Multiemployer Plans. Except for those material issues that would reasonably be expected to prevent, or cause the loss of, such qualification. Except as could not, in the aggregate, reasonably be expected to result in a Material Adverse Effectan aggregate liability that exceeds the dollar limitations referred to in Section 11.01(j), (xA) each Benefit Plan is in compliance with applicable provisions of ERISA, the Code and other applicable 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 favorable IRS determination letter or opinion letter to such effect, (yC) 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 or is reasonably expected to occur. Except as could not reasonably be expected to result in a Material Adverse Effectoccurred, (E) the Borrower, each Obligor of the Subsidiaries and each of its their respective ERISA Affiliates has have met all applicable requirements under the ERISA Funding Rules with respect to each Title IV Plan. Except as could not reasonably be expected to result in a Material Adverse Effect, as and no waiver of the most recent valuation date minimum funding standards under the ERISA Funding Rules has been applied for any Title IV Plan, the funding target attainment percentage (as defined in Section 430(d)(2) of the Code) is at least sixty percent (60%)or obtained, and neither any Obligor nor any of its ERISA Affiliates knows of any facts or circumstances that could reasonably be expected to cause the funding target attainment percentage to fall below sixty percent (60%F) as of the most recent valuation date. Except as could not reasonably be expected to result in a Material Adverse Effect, as of the Closing Date, no ERISA Event has occurred in connection with which obligations and liabilities (contingent or otherwise) Affiliate would have any Withdrawal Liability as a result of any Obligor or its Subsidiaries remain outstanding. To the extent applicable, each Foreign Plan has been maintained in compliance with its terms and with the requirements of any and all applicable requirements of law and has been maintained, where required, in good standing with applicable regulatory authorities, except to the extent that the failure so to comply could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Except as could not reasonably be expected to result in a Material Adverse Effect, no Obligor, nor any ERISA Affiliate or Subsidiary thereof, has incurred any obligation in connection with the termination of or complete withdrawal from any Foreign Plan. Except as could not reasonably be expected to result in a Material Adverse Effect, the present value of the accrued benefit liabilities (whether or not vested) under each Foreign Multiemployer Plan that is funded, determined as of the end of the most recently ended fiscal year of the Obligor or ERISA Affiliate or Subsidiary, as applicable, on the basis of actuarial assumptions, each of which date this representation is reasonable, did not exceed the current value of the property of such Foreign Plan, and for each Foreign Plan that is not funded, the obligations of such Foreign Plan are properly accrued.made..