Plan Administration and Compliance. (i) Each Plan has been established and administered in accordance with its terms; (ii) each Plan subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), currently maintained or contributed to by the Company or any of its Subsidiaries complies in all respects with the requirements of ERISA, the Internal Revenue Code of 1986, as amended (the "Code") and Applicable Laws, except for any failures to comply that would not reasonably be expected to have or result in a Material Adverse Effect; (iii) all Foreign Plans currently maintained or contributed to by the Company or any of its Subsidiaries comply with the requirements of any Applicable Laws, except for any failures to comply that would not reasonably be expected to have or result in a Material Adverse Effect; (iv) no event has occurred and no condition exists that would subject the Company or its Subsidiaries, either directly or by reason of their affiliation with any member of their "Controlled Group" (defined as any organization which is a member of a controlled group of organizations within the meaning of Sections 414(b), (c), (m) or (o) of the Code), to any Tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other Applicable Laws except for such Taxes, fines, liens, penalties or other liabilities that would not reasonably be expected to have or result in a Material Adverse Effect; and (v) no "prohibited transaction" (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Plan. Except as set forth in Section 3.9 of the Disclosure Schedule, neither the Company nor any of its Subsidiaries has incurred any material current or projected liability in respect of post-employment or post-retirement health, medical or life insurance benefits for current, former or retired Employees or Independent Contractors or directors of the Company or any of its Subsidiaries, except as required to avoid an excise tax under Section 4980B of the Code or otherwise except as may be required pursuant to any other Applicable Law. No Plan is subject to Title IV of ERISA, Section 302 of ERISA or Section 412 of the Code. No Plan is a multiemployer plan, as defined in Section 3(37) of ERISA. There are no pending or, to the knowledge of the Company, threatened claims by or on behalf of any of the Plans or by any Employee or Independent Contractor involving any such Plan (other than routine claims for benefits), except for any clai...
Plan Administration and Compliance. With respect to each Plan: (i) all payments due from the Company have been timely made and all amounts properly accrued as liabilities of the Company which have not been paid have been and will be properly recorded on the books of the Company; (ii) each such Plan which is an "employee pension benefit plan" (as defined in Section 3(2) of ERISA) and intended to qualify under Section 401 of the Code has received a favorable determination letter from the IRS 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, and the consummation of the transactions contemplated hereby will not, adversely affect such qualification or exemption; (iii) there are no Proceedings pending (other than routine claims for benefits) or, to the Knowledge of Seller Parties, threatened with respect to such Plan or against the assets of such Plan; (iv) except as set forth on Schedule 4.29(c), such Plan can be terminated within thirty (30) days, without payment of any additional contribution or amount by the Company and without the vesting or acceleration of any benefits promised or provided by such Plan; and (v) the Company has complied with, and such Plan conforms in form and operation to, all applicable Laws, including ERISA and the Code.
