Plan Qualification; Plan Administration. Except as set forth on Schedule 3.11.2, (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; and (b) each Company Plan has been administered in compliance in all material respects with applicable Legal Requirements.
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. (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 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 each related trust that is intended to be exempt from federal income tax pursuant to Section 501(a) of the Code has received a determination letter or opinion letter that it is so exempt or may rely on the volume submitter or prototype plan letter of the applicable plan sponsor, and the Acquired Companies have not taken, or failed to take, any action that would reasonably be expected to result in the revocation of such letter or the failure to obtain such qualification or exemption; (ii) except as would not reasonably be expected to be material to the Acquired Companies, each Company Plan has been administered in compliance in all material respects with its terms and all Applicable Laws, including ERISA and the Code, as applicable; and (iii) except as would not reasonably be expected to be material to the Acquired Companies, 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 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 the Company’s Knowledge, threatened material Proceeding relating to a Company Plan or any trust related thereto, other than routine claims for benefits provided for by the Company Plans.
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. Each Company Plan that is intended to be qualified under Section 401(a) of the Code has received or timely filed for a current favorable determination or is entitled to rely on a current favorable 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 Seller’s Knowledge, neither the Seller nor either Acquired Company has taken, nor failed to take, any action that would be reasonably expected to result in the revocation of such letter or the failure to obtain such qualification or otherwise adversely affect such plan’s qualified status. Each Company Plan has been administered in compliance in all material respects with applicable Legal Requirements, and 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 Company Plan that is a Welfare Plan subject to such provisions.
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 Transferred Companies 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 Sellers and the Transferred Companies have not taken any action, or failed to take any action, where such action or failure would be reasonably expected to result in the revocation of such letter or the failure to obtain such qualification, (ii) each Transferred Companies Plan has been administered in compliance 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 Transferred Companies 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 Sellers' Knowledge, threatened material claim or action (including any audit from a Governmental Authority) relating to a Transferred Companies Plan, except routine claims in the Ordinary Course of Business for benefits provided for by the Transferred Companies Plans.
Plan Qualification; Plan Administration. Each Company Plan that is intended to be qualified under Section 401(a) of the Code is so qualified. Each Company Plan, including any associated trust or fund, has been administered in all material respects in accordance with its terms and with applicable law, and nothing has occurred with respect to any Company Plan that has subjected or could reasonably be expected to subject the Company to a material penalty under Section 502 of ERISA or to a material tax under Sections 4972, 4975, or 4979 of the Code.
Plan Qualification; Plan Administration. Each Plan that is intended to be qualified under Section 401(a) of the Code is the subject of or covered by a favorable determination or opinion letter from the IRS or is the subject of a pending application to the IRS for such a letter that was filed within the applicable remedial amendment period, and, to the Knowledge of the Sellers, there are no circumstances reasonably likely to result in the loss of the qualification of such Plan under Section 401(a) of the Code. Each Plan is in material compliance with its terms and all applicable Legal Requirements, and no event has occurred or condition exists which would reasonably be expected to result in the imposition of any material liability, tax or penalty under ERISA or the Code, in each case, except as would not reasonably be expected to give rise to any Liability to Buyer.
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 existing action or failures to act that would adversely impact the qualified status of any Company Plan intended to be tax-qualified (including but not limited to, any Company Plan intended to be qualified under Section 105, 106, 125 or 401(a) of the Code); 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. With respect to each Company Plan subject to Section 409A of the Code, neither any participant in such plan, nor any Acquired Company (through indemnification), is subject to any Tax or penalty imposed by Section 409A of the Code. Each Acquired Company offers minimum essential health coverage, satisfying affordability and minimum value requirements, to full time employees (as defined by the Patient Protection and Affordable Care Act of 2010 (Pub. L. No. 111-148) and the Health Care and Education Reconciliation Act of 2010 (Pub. L. No. 111-152) (collectively, the “Affordable Care Act”)) sufficient to prevent liability for assessable payments under Sections 4980H(a) and 4980H(b) of the Code, and each Employee Benefit Plan that is a group health plan otherwise materially complies with the applicable terms of the Affordable Care Act.
