Plan Compliance Sample Clauses
The Plan Compliance clause establishes the requirement that all actions, operations, or decisions must adhere to a specified plan, such as a project plan, compliance plan, or regulatory framework. In practice, this means that parties involved are obligated to follow the procedures, timelines, and standards outlined in the referenced plan, and may need to provide evidence of compliance or undergo periodic reviews. The core function of this clause is to ensure consistency, accountability, and alignment with agreed-upon objectives, thereby reducing the risk of deviation and potential disputes.
Plan Compliance. Except as could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, establish, maintain and operate any and all Pension Plans, Multiemployer Plans and Foreign Employee Benefit Plans (other than government-sponsored plans) in compliance with all Requirements of Law applicable thereto and the respective requirements of the governing documents for such plans to the extent the Borrower or any Commonly Controlled Entity has the authority to establish, maintain and operate such plans.
Plan Compliance. The Company and each of its Subsidiaries is in compliance in all material respects with all reporting, disclosure and registration requirements applicable to it under the Code, ERISA and all federal and state securities laws, and Department of Labor, Internal Revenue Service and Commission rules and regulations promulgated thereunder, with respect to all of the Plans, and is not subject to any liability, whether asserted or not, for any penalties to any Governmental Authority for late filing of any return, report or other governmental filing. No civil or criminal action brought pursuant to the provisions of Title I, Subtitle B, Part 5 of ERISA or any other federal or state law is pending or, to the Knowledge of the Company, threatened against any fiduciary of the Plans. No Plan, or any fiduciary thereof, to the Knowledge of the Company, has been, or is currently, the direct or indirect subject of an audit, investigation or examination by any Governmental Authority. All of the Plans comply currently, and have complied at all times (and all former Plans have complied at all times in the past), both as to form and operation, in all material respects, with their terms and with all Requirements of Law. Except as set forth on Schedule 5.22(b), each of the Plans maintained by the Company or any Subsidiary that is an "employee benefit pension plan" (within the meaning of Section 3(2)(A) of ERISA) has obtained a favorable determination (covering all changes or amendments applicable under Requirements of Law) from the Internal Revenue Service as to its qualification under Sections 401(a) and 501(a) of the Code or is within the remedial amendment period (as provided in Section 401(b) of the Code) for making any required changes or amendments, and nothing has occurred before or after the date of each such determination letter as would adversely affect such qualification. All amounts that are currently owing to Plan participants (including, without limitation, former Plan participants), or contributions required to be made to the Plans have been timely paid or contributed with respect to all periods prior to the Closing Date or provided for by adequate reserves on the Pro Forma Balance Sheet.
Plan Compliance. Except as specifically disclosed in Schedule 6.19:
(a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code, the PBA and other federal, provincial, territorial or state law, except where the lack of such compliance could not reasonably be expected to have a Material Adverse Effect. Each Pension Plan which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter or opinion letter from the IRS and to the knowledge of the Loan Parties, nothing has occurred which would cause the loss of such qualification except where the lack or absence of such qualification could not reasonably be expected to have a Material Adverse Effect. The Loan Parties and each ERISA Affiliate has made all required contributions to any Plan when due other than any contributions that could not reasonably be expected to have a Material Adverse Effect, and no application for a funding waiver or an extension of any amortization period has been made with respect to any Pension Plan.
(b) There are no pending or, to the knowledge of the Loan Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect. There has been no prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan which has resulted or could reasonably be expected to result in a Material Adverse Effect.
(c) Except as could not reasonably be expected to have a Material Adverse Effect: (i) no ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability; (iii) neither the Loan Parties nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither the Loan Parties nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multi-employer Plan; and (v) neither the Loan Parties nor any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA.
Plan Compliance. In respect of Services delegated by You to Sun Life under this Agreement and the Policy to which the Guidelines for Capital Accumulation Plans (the “Guidelines”) apply, Sun Life agrees that it shall provide said Services in accordance with the Guidelines and with Applicable Legislation. In all other respects, You are responsible for ensuring that the Plan’s administration complies with the Plan provisions, Applicable Legislation and the Guidelines. Sun Life will, if it believes that the Plan is not being administered in accordance with the Plan provisions, Applicable Legislation or the Guidelines, advise You of that belief in writing but Sun Life is not liable if it fails to do so.
Plan Compliance. Each Company Plan has been operated in all material respects in accordance with its terms and the requirements of all applicable Laws. Each of the Company and its ERISA Affiliates, as applicable, has performed the obligations required to be performed by it under, is not in any material respect in default under or in violation of, and, to the Company’s knowledge, there is no material default or violation by any party to, any Company Plan. No Action is pending or, to the knowledge of the Company, threatened with respect to any Company Plan (other than claims for benefits in the ordinary course of business) and, to the knowledge of the Company, no fact or event exists that could give rise to any such action.
Plan Compliance. Except as would not reasonably be expected to have a Material Adverse Effect, do and cause each of its ERISA Affiliates to do each of the following: (i) maintain each Plan in compliance with the applicable provisions of ERISA, the Code and other Laws; (ii) cause each Plan that is qualified under Section 401(a) of the Code to maintain such qualification; and (iii) make all required contributions to any Plan subject to Section 412 or Section 430 of the Code.
Plan Compliance. Each Plan has been maintained, operated and administered in material compliance with its terms and the requirements of all applicable Laws including, without limitation, ERISA and the Code. The Company and the Subsidiaries have performed, in all material respects, all obligations required to be performed by them under, are not in any material respect in default under or in violation of, and to the Company’s Knowledge, no other party is in default or violation of, any Plan, and there are no pending or, to the Company’s Knowledge, threatened claims, lawsuits or arbitrations (other than routine claims for benefits), relating to any of the Plans, or the assets of any trust for any Plan. With respect to each Plan, the Company has complied in all material respects with the applicable health care continuation and notice provisions of COBRA and the applicable requirements of the Health Insurance Portability and Accountability Act of 1996, as amended, and the regulations thereunder (“HIPAA”), including, but not limited to, the applicable requirements concerning the privacy, security, and/or electronic transmission of health information. Neither the Company or any of its Subsidiaries nor, to the Company’s Knowledge, any of their respective directors, officers, employees or agents has, with respect to any Plan, engaged in or been a party to any “prohibited transaction” (as defined in Section 4975 of the Code or Section 406 of ERISA), which could result in the imposition of either a penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in each case applicable to the Company or any of its Subsidiaries or any Plan.
Plan Compliance. Except as set forth herein, EDH shall have no responsibility or obligation with respect to interpretation, application, or administration of the Plan. Sponsor or its Plan Administrator shall have all responsibility for and shall maintain compliance with all legal requirements applicable to the Plan and satisfaction of any and all reporting, notice, disclosure, and filing requirements imposed by applicable state and federal laws and regulations, including ERISA. Sponsor acknowledges and agrees that EDH will not be deemed to be a legal or tax advisor as a result of the performance of any of its duties under this Agreement, including but not limited to Claims processing, COBRA or HIPAA administration, or with respect to any applicable taxes, fees, or other assessments by a government authority. Except as otherwise provided herein, EDH makes no representation concerning federal, state, or local laws, rules or regulations applicable to Sponsor or the Plan. Sponsor must seek its own counsel for legal advice and guidance.
Plan Compliance. The Plan in form and in operation, to the knowledge of the Company and Sellers, satisfies the requirements to be qualified under Section 401(a) of the Code and constitutes an employee stock ownership plan within the meaning of Section 4975(e)(7) of the Code, and the Buyer is exempt from taxation under Section 501(a) of the Code.
Plan Compliance. Sponsor shall be responsible for updating or amending its plan documents to describe and incorporate the Hinge Health Program, Products, and Services as available for eligible Participants. Except as set forth herein, EDH shall have no responsibility or obligation with respect to interpretation, application, or administration of the Plan. Sponsor or its Plan Administrator shall have all responsibility for and shall maintain compliance with all legal requirements applicable to the Plan and satisfaction of any and all reporting, notice, disclosure, and filing requirements imposed by applicable state and federal laws and regulations, including ERISA. Sponsor acknowledges and agrees that EDH will not be deemed to be a legal or tax advisor as a result of the performance of any of its duties under this Addendum, including but not limited to Claims processing, COBRA or HIPAA administration, or with respect to any applicable taxes, fees, or other assessments by a government authority. Except as otherwise provided herein, EDH makes no representation concerning federal, state, or local laws, rules or regulations applicable to Sponsor or the Plan. Sponsor must seek its own counsel for legal advice and guidance.