Common use of Qualification; Compliance Clause in Contracts

Qualification; Compliance. The following representations apply to WRI Benefit Plans for which NewCorp may have joint and several liability or with respect to which assets are being transferred from the WRI Benefit Plans to plans established by NewCorp pursuant to the Employee Agreement. a. Each WRI Benefit Plan that is intended to be "qualified" within the meaning of Section 401(a) of the Code (1) currently meets all qualification requirements under the Code both in form and in operation, except any failure that can be corrected without material liability, and (2) has received a favorable determination letter from the IRS on its qualification or application for such a determination has been made prior to the expiration of the applicable remedial amendment period, and to the knowledge of WRI there are no circumstances existing likely to result in revocation of any such favorable determination letter. b. Each WRI Benefit Plan is and has been operated in compliance with, all applicable laws, rules and regulations governing such plan, including, without limitation, ERISA and the Code, and all filings, disclosures and notices required have been timely made, except for violations that would not have a Material Adverse Effect on NewCorp. All amendments and actions required to bring each of the WRI Benefit Plans into conformity with all of the applicable provisions of ERISA and the Code and other applicable legal requirements have been made or taken except to the extent that such amendments or actions are not required by law to be made or taken until a date after the Merger Effective Time and except for actions the failure of which to take would not have a Material Adverse Effect on NewCorp. c. To the knowledge of WRI, no individual or entity has engaged in any transaction in connection with which WRI or any WRI Affiliate, or any WRI Benefit Plan or any trust, trustee or administrator thereof, could be subject to liability pursuant to Section 409 or Section 502 of ERISA, or subject to an excise tax pursuant to Section 4975 of the Code, which could in either case have a Material Adverse Effect on NewCorp. d. Except for matters that would not have a Material Adverse Effect on NewCorp: 1. To the knowledge of WRI, no WRI Benefit Plan is subject to any ongoing audit, investigation or other administrative proceeding of the IRS, the Department of Labor or any other Governmental Entity or, to the knowledge of WRI, is scheduled to be subject to such an audit, investigation or proceeding; and 2. No WRI Benefit Plan is the subject of any pending application for administrative relief under any voluntary compliance program of any Governmental Entity (including, without limitation, the IRS' Voluntary Compliance Resolution Program or Walk-in Closing Agreement Program, or the Department of Labor's Delinquent Filer Voluntary Compliance Program).

Qualification; Compliance. The following representations apply to WRI ONEOK Benefit Plans being continued by NewCorp or for which NewCorp may have joint and several liability or with respect to which assets are being transferred from the WRI Benefit Plans to plans established by NewCorp pursuant to the Employee Agreementliability. a. Each WRI ONEOK Benefit Plan that is intended to be "qualified" within the meaning of Section 401(a) of the Code (1) currently meets all qualification requirements under the Code both in form and in operation, except any failure that can be corrected without material liability, and (2) has received a favorable determination letter from the IRS on its qualification or application for such a determination has been made prior to the expiration of the applicable remedial amendment period, and to the knowledge of WRI ONEOK there are no circumstances existing likely to result in revocation of any such favorable determination letter. b. Each WRI ONEOK Benefit Plan is and has been operated in compliance with, all applicable laws, rules and regulations governing such plan, including, without limitation, ERISA and the Code, and all filings, disclosures and notices required have been timely made, except for violations that would not have a Material Adverse Effect on NewCorpONEOK. All amendments and actions required to bring each of the WRI ONEOK Benefit Plans into conformity with all of the applicable provisions of ERISA and the Code and other applicable legal requirements have been made or taken except to the extent that such amendments or actions are not required by law to be made or taken until a date after the Merger Effective Time and except for actions the failure of which to take would not have a Material Adverse Effect on NewCorpONEOK. c. To the knowledge of WRIONEOK, no individual or entity has engaged in any transaction in connection with which WRI ONEOK or any WRI ONEOK Affiliate, or any WRI ONEOK Benefit Plan or any trust, trustee or administrator thereof, could be subject to liability pursuant to Section 409 or Section 502 of ERISA, or subject to an excise tax pursuant to Section 4975 of the Code, which could in either case have a Material Adverse Effect on NewCorpONEOK. d. Except for matters that would not have a Material Adverse Effect on NewCorpONEOK: 1. To the knowledge of WRIONEOK, no WRI ONEOK Benefit Plan is subject to any ongoing audit, investigation or other administrative proceeding of the IRS, the Department of Labor or any other Governmental Entity or, to the knowledge of WRIONEOK, is scheduled to be subject to such an audit, investigation or proceeding; and 2. No WRI ONEOK Benefit Plan is the subject of any pending application for administrative relief under any voluntary compliance program of any Governmental Entity (including, without limitation, the IRS' Voluntary Compliance Resolution Program or Walk-in Closing Agreement Program, or the Department of Labor's Delinquent Filer Voluntary Compliance Program).

Qualification; Compliance. The Except where the failure to so comply with each of the following representations apply would not individually or in the aggregate reasonably be expected to WRI Benefit Plans for which NewCorp may have joint result in a Casden Material Adverse Effect, and several liability or with respect to which assets any "multiemployer plan" (as defined in Section 3(37) of ERISA) the representations in this Section 4.8(c) are being transferred from limited to the WRI knowledge of Casden or any Casden Subsidiary, (i) each of the Casden Benefit Plans to plans established by NewCorp pursuant to the Employee Agreement. a. Each WRI Benefit Plan that is intended to be "qualified" within the meaning of Section 401(a) of the Code (1) currently meets all qualification requirements under the Code both in form and in operation, except any failure that can be corrected without material liability, and (2) has received a favorable determination letter from been determined by the IRS on its qualification or application for such a determination has been made prior to the expiration of the applicable remedial amendment periodbe so qualified, and and, to the knowledge of WRI there are Casden, the Casden Subsidiaries and their ERISA Affiliates, no circumstances existing likely exist that are reasonably expected by Casden, any Casden Subsidiary or any of their ERISA Affiliates to result in the revocation of any such favorable determination letter. b. Each WRI determination; (ii) Casden, the Casden Subsidiaries and their ERISA Affiliates are in compliance with, and each of the Casden Benefit Plan Plans is and has been operated in compliance with, all applicable laws, rules and regulations governing such plan, including, without limitation, ERISA and the Code; (iii) each Casden Benefit Plan intended to provide for the deferral of income, and all filingsthe reduction of salary or other compensation, disclosures and notices required have been timely madeor to afford other income tax benefits, except for violations that would not have a Material Adverse Effect on NewCorp. All amendments and actions required to bring each of complies with the WRI Benefit Plans into conformity with all requirements of the applicable provisions of ERISA and the Code or other laws, rules and other applicable legal requirements have been made regulations required to provide such income tax benefits; and (iv) no "prohibited transactions" (as defined in Section 406 or taken except to the extent that such amendments 407 of ERISA or actions are not required by law to be made or taken until a date after the Merger Effective Time and except for actions the failure of which to take would not have a Material Adverse Effect on NewCorp. c. To the knowledge of WRI, no individual or entity has engaged in any transaction in connection with which WRI or any WRI Affiliate, or any WRI Benefit Plan or any trust, trustee or administrator thereof, could be subject to liability pursuant to Section 409 or Section 502 of ERISA, or subject to an excise tax pursuant to Section 4975 of the Code, ) have occurred for which a statutory or administrative exemption is not available with respect to any Casden Benefit Plan and which could give rise to liability on the part of Casden, any Casden Subsidiary, any of their ERISA Affiliates, any Casden Benefit Plan, or any fiduciary, party in either case have a Material Adverse Effect on NewCorp. d. Except for matters that would not have a Material Adverse Effect on NewCorp: 1. To the knowledge of WRI, no WRI Benefit Plan is subject interest or disqualified Person with respect to any ongoing audit, investigation or other administrative proceeding of the IRS, the Department of Labor or any other Governmental Entity or, to the knowledge of WRI, is scheduled to be subject to such an audit, investigation or proceeding; and 2. No WRI Casden Benefit Plan is the subject of any pending application for administrative relief under any voluntary compliance program of any Governmental Entity (including, without limitation, the IRS' Voluntary Compliance Resolution Program or Walk-in Closing Agreement Program, or the Department of Labor's Delinquent Filer Voluntary Compliance Program)Plan.