Plan Qualification; Plan Administration. (i) Each Company Plan that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable determination or opinion letter to the effect that the form of such plan is so qualified, and nothing has occurred that would be reasonably expected to adversely affect the qualified status of any such Company Plan in such a manner that would result in a Material Adverse Effect; and (ii) each Company Plan has been established, administered and maintained in compliance (both in form and operation) in all material respects in accordance with its terms and all Applicable Law.
Plan Qualification; Plan Administration. Except as set forth on Schedule 3.10.2, (a) each Company Plan that is intended to be qualified under Section 401(a) of the Code either has received a favorable determination or opinion letter or filed for a determination or opinion letter to the effect that the form of such plan is so qualified or the applicable period for requesting such determination or opinion has not yet expired; (b) to the Company’s Knowledge, no events have occurred that could reasonably be expected to cause any such Company Plan to fail to be qualified under Section 401(a) of the Code; and (c) each Company Plan has been administered in compliance in all material respects with its terms and applicable Legal Requirements.
Plan Qualification; Plan Administration. Certain ------------------------------------------------ Taxes and Penalties. Each Plan that is intended to be qualified under ------------------- Section 401(a) of the Code is so qualified. Each Plan, including any associated trust or fund, has been administered in accordance with its terms and with all applicable Legal Requirements, and nothing has occurred with respect to any Plan that has subjected or could subject the Company to a liability under Section 409 or Section 502 of ERISA or Chapter 43 of Subtitle D or section 6652 of the Code. Each participant directed Pension Plan is an "ERISA Section 404(c) Plan" within the meaning of Department of Labor Regulation Section 1.404 (c) -1.
Plan Qualification; Plan Administration. (i) Each Company Plan that is intended to be qualified under Section 401(a) of the Code has received or filed for or is entitled to rely on a current favorable determination or opinion letter to the effect that the form of such plan is so qualified or the applicable period for requesting such determination or opinion has not yet expired, and to the Company’s Knowledge, the Acquired Companies have not taken, or failed to take, any action that could reasonably be expected to adversely affect such Company Plan’s qualification under Section 401(a) of the Code; (ii) each Company Plan has in all material respects been established, documented, administered, funded and operated in compliance with its terms and all Applicable Laws; and (iii) the requirements of Parts 6 and 7 of Subtitle B of Title I of ERISA and of Section 4980B and Chapter 100 of the Code have been met in all material respects with respect to each Company Plan that is an “group health plan” within the meaning of and subject to such provisions. No Acquired Company or to the Company’s Knowledge any other Person has engaged in any act or failed to act with respect to any Company Plan that could reasonably be expected to result in any material Tax, penalty, assessable payment or other liability imposed by ERISA, the Code or any other Applicable Law for which any Acquired Company may be liable. As of the date of this Agreement, there is no pending or, to the Company’s Knowledge, threatened Proceeding relating to a Company Plan, other than routine claims for benefits provided for by the Company Plans.
Plan Qualification; Plan Administration. Except as set forth on Schedule 3.10, (a) each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has received a currently effective favorable determination or is entitled to rely on an opinion letter and there are no facts or circumstances that would reasonably be expected to cause the loss of such qualification; and (b) each Company Plan has been administered in compliance in all material respects with ERISA and all other applicable Legal Requirements and with its terms.
Plan Qualification; Plan Administration. (i) Each Benefit Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and can rely on a favorable opinion letter from the Internal Revenue Service to the prototype plan sponsor, and, to FNC’s Knowledge, nothing has occurred that could reasonably be expected to cause the loss of reliance on such opinion letter, (ii) except as described in Section 3.18(c) of the Disclosure Schedules, each current Benefit Plan has been administered in all material respects in accordance with its terms and all applicable Law, and (iii) the requirements of Part 6 of Subtitle B of Title I of ERISA and of Section 4980B of the Code have been met in all material respects with respect to each Benefit Plan that is a welfare benefit plan within the meaning of Section 3(1) of ERISA and is subject to such provisions. As of the date of this Agreement, there is no pending or, to FNC's Knowledge, threatened material claim or action (including any audit from a Governmental Authority) relating to a Benefit Plan, except routine claims in the Ordinary Course for benefits provided for by the Benefit Plans. No Benefit Plan has within the three years prior to the date of this Agreement been the subject of an examination or audit by a Governmental Authority. No “Prohibited Transaction,” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Benefit Plan.
Plan Qualification; Plan Administration. (a) Each Company Plan that is intended to be qualified under Section 401(a) of the Code either is the subject of a favorable determination or opinion letter from the Internal Revenue Service or is maintained pursuant to a prototype plan that is the subject of a favorable opinion letter from the Internal Revenue Service that such form of plan document is so qualified, and to the Company’s Knowledge nothing has occurred that would reasonably be expected to adversely affect the qualified states of such Company Plan; and (b) each Company Plan has been established, maintained and administered in compliance in all material respects with its terms and applicable Legal Requirements. Nothing has occurred with respect to any Company Plan that has subjected or would reasonably be expected to subject the Company or any ERISA Affiliate to a civil action or material penalty under Section 502 of ERISA or to material tax or penalty under Sections 4975 or 4980 of the Code.
Plan Qualification; Plan Administration. Except as set forth on Schedule 3.10.2, (a) each Company Plan that is intended to be qualified under Section 401(a) of the Code has received or filed for a favorable determination or opinion letter to the effect that the form of such plan is so qualified or the applicable period for requesting such determination or opinion has not yet expired, and to the Company’s Knowledge, there are no facts that are reasonably expected to adversely affect such qualification; (b) each Company Plan has been administered in compliance in all material respects in accordance with its terms and with applicable Law; (c) the requirements of Part 6 of Subtitle B of Title I of ERISA and of Section 4980B of the Code have been met with respect to each Company Plan subject to such provisions and (d) each Company Plan that is a deferred compensation plan subject to Section 409A of the Code has been operated and administered in good faith compliance with Section 409A of the Code from the period beginning January 1, 2005 through the date hereof.
Plan Qualification; Plan Administration. Each Stockholder Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable IRS determination letter as to its qualified status and, to the Company’s knowledge, there is no fact or circumstance that would reasonably be expected to cause the revocation of such letter, including by reason of any corrective action that may be taken pursuant to Rev. Proc. 2003-44 to cure any qualification defect with respect to any such Stockholder Plan without material liability to any Target Company; each Stockholder Plan is in compliance in all material respects with applicable law; and the requirements of Part 6 of Subtitle B of Title I of ERISA and of Section 4980B of the Code have been met with respect to each Stockholder Plan that is a Welfare Plan subject to such provisions.
Plan Qualification; Plan Administration. Each Parent Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable IRS determination or opinion letter as to its qualified status and, to the Parent’s knowledge, there is no fact or circumstance that would reasonably be expected to cause the revocation of such letter, including by reason of any corrective action that may be taken pursuant to Rev. Proc. 2003-44 to cure any qualification defect with respect to any such Parent Plan without material liability to any Parent Company; each Parent Plan is in compliance in all material respects with applicable law; and the requirements of Part 6 of Subtitle B of Title I of ERISA and of Section 4980B of the Code have been met with respect to each Parent Plan that is a Welfare Plan subject to such provisions.
