Common use of Prohibited Transactions; Reportable Events Clause in Contracts

Prohibited Transactions; Reportable Events. No "prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred which involves the assets of any Benefit Plan which could subject any employees of Xxxxx or any of its subsidiaries, a trustee, administrator or other fiduciary of any trusts created under any Benefit Plan to the tax or penalty on prohibited transactions imposed by Section 4975 of the Code or the sanctions and penalties imposed on prohibited transactions under Title I of ERISA. No Benefit Plan has been terminated, nor have there been any "reportable events" (as defined in Section 4043 of ERISA and the regulations thereunder) with respect thereto. Neither Xxxxx nor any trustee, administrator or other fiduciary of any Benefit Plan, nor any agent of any of the foregoing has engaged in any transaction or acted or failed to act in a manner which could subject Xxxxx or any Benefit Plan to any material tax, penalty or other liability under ERISA or any other applicable Law, whether by way of indemnity or otherwise. No Benefit Plan or related trust has any liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state or local taxes, other than for routine payments to be made in due course to participants, investment managers, trustees and beneficiaries.

Appears in 1 contract

Samples: Merger Agreement (Rymer Foods Inc)

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Prohibited Transactions; Reportable Events. No "prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred which involves the assets of any Benefit Plan which could reasonably be expected to subject any employees of Xxxxx or any of its subsidiariesAuric, a trustee, administrator or other fiduciary of any trusts created under any Benefit Plan to the tax or penalty on prohibited transactions imposed by Section 4975 of the Code or the sanctions and penalties imposed on prohibited transactions under Title I of ERISA. No None of the Benefit Plan Plans has been terminated, terminated nor have there been any "reportable events" (as defined in Section 4043 of ERISA and the regulations thereunder) with respect thereto, except for reportable events with respect to which the 30-day notice period has been waived. Neither Xxxxx To the best of Auric's knowledge, neither Auric nor any trustee, administrator or other fiduciary of any Benefit Plan, Plan nor any agent of any of the foregoing has engaged in any transaction or acted or failed to act in a manner which could reasonably be expected to subject Xxxxx Auric or any Benefit Plan to any material tax, penalty or other liability under ERISA or any other applicable Lawlaw, whether by way of indemnity or otherwise. No Benefit Plan or related trust has any liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state or local taxes, other than for routine payments to be made in due course to participants, investment managers, trustees and beneficiaries.

Appears in 1 contract

Samples: Merger Agreement (Om Group Inc)

Prohibited Transactions; Reportable Events. No non-exempt "prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred which involves the assets of any Benefit Plan which could subject any employees of Xxxxx the Company or any of its subsidiaries, a trustee, administrator or other fiduciary of any trusts created under any Benefit Plan to the tax or penalty on prohibited transactions imposed by Section 4975 of the Code or the sanctions and penalties imposed on prohibited transactions under Title I of ERISA. No Benefit Plan has been terminated, nor have there been any "reportable events" (as defined in Section 4043 of ERISA and the regulations thereunder) with respect thereto. Neither Xxxxx To the Knowledge of the Shareholders, neither the Company nor any trustee, administrator or other fiduciary of any Benefit Plan, nor any agent of any of the foregoing has engaged in any transaction or acted or failed to act in a manner which could subject Xxxxx the Company or any Benefit Plan to any material tax, penalty or other liability under ERISA or any other applicable Law, whether by way of indemnity or otherwise. No Benefit Plan or related trust has any liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state or local taxes, other than for four routine payments to be made in due course to participants, investment managers, trustees and beneficiaries.

Appears in 1 contract

Samples: Recapitalization Agreement (C2 Inc)

Prohibited Transactions; Reportable Events. No "prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred which involves the assets of any Benefit Plan which could subject any employees of Xxxxx the Corporate Sellers or any of its their subsidiaries, a trustee, administrator or other fiduciary of any trusts created under any Benefit Plan to the tax or penalty on prohibited transactions imposed by Section 4975 of the Code or the sanctions and penalties imposed on prohibited transactions under Title I of ERISA. No None of the Benefit Plan has Plans have been terminated, terminated nor have there been any "reportable events" (as defined in Section 4043 of ERISA and the regulations thereunder) with respect thereto. Neither Xxxxx the Corporate Sellers nor any trustee, administrator or other fiduciary of any Benefit Plan, Plan nor any agent of any of the foregoing has engaged in any transaction or acted or failed to act in a manner which could subject Xxxxx the Corporate Sellers or any Benefit Plan to any material tax, penalty or other liability under ERISA or any other applicable Lawlaw, whether by way of indemnity or otherwise. No Benefit Plan or related trust has any liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state or local taxes, other than for routine payments to be made in due course to participants, investment managers, trustees and beneficiaries.

Appears in 1 contract

Samples: Asset Purchase Agreement (Autocam Corp/Mi)

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Prohibited Transactions; Reportable Events. No "prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA) has occurred which involves the assets of any Benefit Plan which could subject any employees of Xxxxx or Rymex xx any of its subsidiaries, a trustee, administrator or other fiduciary of any trusts created under any Benefit Plan to the tax or penalty on prohibited transactions imposed by Section 4975 of the Code or the sanctions and penalties imposed on prohibited transactions under Title I of ERISA. No Benefit Plan has been terminated, nor have there been any "reportable events" (as defined in Section 4043 of ERISA and the regulations thereunder) with respect thereto. Neither Xxxxx nor Rymex xxx any trustee, administrator or other fiduciary of any Benefit Plan, nor any agent of any of the foregoing has engaged in any transaction or acted or failed to act in a manner which could subject Xxxxx or Rymex xx any Benefit Plan to any material tax, penalty or other liability under ERISA or any other applicable Law, whether by way of indemnity or otherwise. No Benefit Plan or related trust has any liability of any nature, accrued or contingent, including, without limitation, liabilities for federal, state or local taxes, other than for routine payments to be made in due course to participants, investment managers, trustees and beneficiaries.

Appears in 1 contract

Samples: Merger Agreement (Forest Lake Partners LLC)

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