SECTION ERISA. None of such Credit Party or any ERISA Affiliate of such ------ Credit Party maintains or contributes to any Plan other than a Plan listed on Schedule 3.12 hereto. Except as disclosed on Schedule 3.12, each Plan which is ------------- ------------- intended to be qualified under Section 401(a) of the IRC has been determined by the IRS to be so qualified, and each trust related to any such Plan has been determined to be exempt from federal income tax under Section 501(a) of the IRC. Except as disclosed on Schedule 3.12, none of such Credit Party or any ERISA ------------- Affiliate maintains or contributes to any employee welfare benefit plan within the meaning of Section 3(1) of ERISA which provides benefits to employees after termination of employment other than as required by Section 601 of ERISA. None of such Credit Party or any ERISA Affiliate has breached any of the material responsibilities, obligations or duties imposed on it by ERISA or regulations promulgated thereunder with respect to any Plan. No Plan has incurred any accumulated funding deficiency (as defined in Section 302(a)(2) of ERISA and Section 412(a) of the IRC), whether waived or not waived. None of such Credit Party or any ERISA Affiliate nor any fiduciary of any Plan which is not a Multiemployer Plan (i) has engaged in a nonexempt "prohibited transaction" described in Section 406 of ERISA or Section 4975 of the IRC or (ii) has taken or failed to take any action which would constitute or result in a Termination Event; provided that, in the case of the events described in clauses (i) and (ii), such action, or failure to take action results in a material liability to the Borrower. None of such Credit Party or any ERISA Affiliate has incurred any liability to the PBGC which remains outstanding, other than the payment of premiums, and there are no premium payments which have become due which are unpaid. Schedule B to the most recent annual report filed with the IRS with respect to each Plan is complete and accurate. Since the date of each such Schedule B, there has been no adverse change in the funding status or financial condition of the Plan relating to such Schedule B. SECOND PRIORITY LOAN AGREEMENT ------------------------------ None of such Credit Party or any ERISA Affiliate has (i) failed to make a required contribution or payment to a Multiemployer Plan or (ii) made a complete or partial withdrawal under Sections 4203 or 4205 of ERISA from a Multiemployer Plan. None of such Credit ...
SECTION ERISA. Unless the failure to comply with the following is not ----- reasonably likely to have a Material Adverse Effect, such Credit Party shall not:
SECTION ERISA. Such Credit Party shall comply in all material respects with ----- the applicable provisions of ERISA and furnish to the Agent, (i) as soon as possible, and in any event within ten (10) days after such Credit Party or any officer of such Credit Party knows or has reason to know that any Termination Event has occurred, a statement of an officer of such Credit Party setting forth details as to such Termination Event and the corrective action (if any) that such Credit Party proposes to take with respect thereto, together with a copy of the notice of any Reportable Event given to the PBGC, and (ii) promptly after receipt thereof, a copy of any notice such Credit Party may receive from the PBGC relating to the intention of the PBGC to terminate any Plan or to appoint a trustee to administer any such Plan.
SECTION ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to have a Material Adverse Effect, and no contribution failure has occurred with respect to any Plan sufficient to give rise to a Lien under Section 302(f) of ERISA.
SECTION ERISA. No accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, exists with respect to any Plan (other than a Multiemployer Plan). No liability to the PBGC has been or is expected by the Borrower or any ERISA Affiliate to be incurred with respect to any Plan (other than a Multiemployer Plan) by the Borrower, any Subsidiary or any ERISA Affiliate which is or would be materially adverse to the business, financial condition or operations of the Borrower and its Subsidiaries taken as a whole. Neither the Borrower, nor any Subsidiary nor any ERISA Affiliate has incurred or presently expects to incur any withdrawal liability under Title IV of ERISA with respect to any Multiemployer Plan which is or would be materially adverse to the business, financial condition or operations of the Borrower and its Subsidiaries taken as a whole. (b) (c) Neither the Borrower nor any of its Subsidiaries has breached the fiduciary rules of ERISA or engaged in any prohibited transaction in connection with which the Borrower or any of its Subsidiaries or ERISA Affiliates could be subjected to (in the case of any such breach) a suit for damages or (in the case of any such prohibited transactions) with a civil penalty assessed under Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, which suit, penalty or tax, in any case, would be materially adverse to the business, financial condition or operations of the Borrower and its Subsidiaries taken as a whole. (d) (e) There has been no reportable event (within the meaning of Section 4043(b) of ERISA) or any other event or condition with respect to any Plan (other than a Multiemployer Plan) which presents a risk of termination of any such Plan by the PBGC under circumstances which in any case could result in liability which would be materially adverse to the business, financial condition or operations of the Borrower and its Subsidiaries taken as a whole. (f) (g) The present value of all vested accrued benefits under all Plans (other than Multiemployer Plans), determined as of the end of the Borrower's most recently ended fiscal year on the basis of reasonable actuarial assumptions, did not exceed the current value of the assets of such Plans allocable to such vested accrued benefits. The terms "present value", "current value", and "accrued benefit"have the meanings specified in Section 3 of ERISA.
SECTION ERISA. Borrower will, and will cause each of its ERISA Affiliates to, comply with all minimum funding requirements and all other material requirements of ERISA, if applicable, so as not to give rise to any liability thereunder.
SECTION ERISA. Each of Borrower, Holdings and Wholesale will not, and will not permit any of its Subsidiaries to:
SECTION ERISA. Except in such instances where an omission or failure would not result in a Material Adverse Change, Borrower will not, nor will Borrower permit any other Credit Party to (a) take any action or fail to take any action which would result in a violation of ERISA, the Code or other Laws applicable to the Plans maintained or contributed to by it or any ERISA Affiliate, or (b) modify the term of, or the funding obligations or contribution requirements under any existing Plan, establish a new Plan, or become obligated or incur any liability under a Plan that is not maintained or contributed to by Borrower or any ERISA Affiliate as of the Closing Date. 1.20. 1.21.
SECTION ERISA. No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $2,500,000 the fair market value of the assets of such Plan, and the present value of all accumulated benefit obligations of all underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed by more than $5,000,000 the fair market value of the assets of all such underfunded Plans.
SECTION ERISA. Except as set forth on the Disclosure Statement, to the Knowledge of Bancorp and 1st United, all of the employee welfare benefit plans or employee pension benefit plans maintained by Bancorp or 1st United or to which Bancorp or 1st United contributes or is required to contribute ("1st United Employee Benefit Plan") and any related trust agreements or annuity contracts (or any other funding instruments) comply currently, and have complied in the past, both as to form and operation, with the provisions of ERISA, the Code and with all other applicable laws, rules and regulations governing the establishment and operation of the 1st United Employee Benefit Plans; all necessary governmental approvals relating to the establishment of the 1st United Employee Benefit Plans have been obtained; and with respect to each 1st United Employee Benefit Plan that is intended to be tax-qualified under Section 401(a) or 403(a) of the Code, a favorable determination letter as to the qualification under the Code of each such 1st United Employee Benefit Plan and each material amendment thereto has been issued by the IRS (and nothing has occurred since the date of the last such determination letter which resulted in, or is likely to result in the revocation of such determination) and all required audits have been timely completed; To the Knowledge of Bancorp and 1st United, each 1st United Employee Benefit Plan has been administered in compliance with its terms and the requirements of the Code, ERISA, and all other applicable laws, and all reports and disclosures required by ERISA, the Code and any other applicable laws with respect to each 1st United Employee Benefit Plan have been timely filed; On and after January 1, 1975, to the Knowledge of Bancorp and 1st United, neither Bancorp, 1st United or any of their Subsidiaries nor any plan fiduciary of any 1st United Employee Benefit Plan has engaged in any transaction in violation of Section 406 of ERISA (for which transaction no exemption exists under Section 408 of ERISA) or in any "prohibited transaction" as defined in Section 4975(c)(1) of the Code (for which no exemption exists under Section 4975(c)(2) or 4975(d) of the Code); There are no claims pending with respect to, or under, any 1st United Employee Benefit Plan or any plan, agreement, arrangement or commitment relating to any 1st United Employee Benefit Plan, other than routine claims for plan benefits, and there are no disputes or litigation pending or, to the Knowledg...
