Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance. (a) AfterAs of the Fourth Amendment Closing Date, after giving effect to the consummation of the Transactions, including the issuance of the Notes under this Agreement on the Closing Date, Delayed Draw Funding Date or Incremental Note Closing Date, as applicable, and after giving effect to the application of the proceeds of such Notesborrowing of the loans under the First Lien Term Loan Agreement, (i) the fair value of the assets of each of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, exceeds and will exceed, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of each of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, is and will be greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their respective debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) each of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, areis and will be able to pay theirits debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; and (iv) each of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, areis not engaged in, and areis not about to engage in, business for which they haveit has unreasonably small capital. The; provided that, for purposes of this Section 5.8(a), the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability. (b) Except as disclosed in Schedule 5.8(b), none of the Note Parties or any of the Restricted Subsidiaries has (i) any pending or threatened (in writing) litigation, arbitration, actions or proceedings which would reasonably be expected to have a Material Adverse Effect, and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and other Permitted Indebtedness. (c) None of the Note Parties nor any of the Restricted Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which would reasonably be expected to have a Material Adverse Effect, nor are any of the Note Parties or the Restricted Subsidiaries in violation of any order of any court, Governmental Body or arbitration board or tribunal in any respect which would reasonably be expected to have a Material Adverse Effect. (d) Neither the Issuer nor any member of the Controlled Group maintains or is required to contribute to any Pension Benefit Plan, Multiemployer Plan or self-insured Welfare Plan (as defined in ERISA), other than those listed on Schedule 5.8(d) hereto, (as such Schedule
Appears in 1 contract
Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance. (a) AfterAs As of the Fourth Amendment Closing Date, after giving effect to the consummation of the TransactionsTransaction, including the issuance borrowing of the Notes under this Agreement Term Loans hereunder on the Closing Date, Delayed Draw Funding Date or Incremental Note Closing Date, as applicable, and after giving effect to the application of the proceeds of such Notesborrowing of the loans under Term Loans on the First Lien Term Loan Agreement, Closing Date:
(i) the fair value of the assets of each of the Issuer Parent Guarantor, each Borrower and its Restricted Subsidiaries, each of their respective subsidiaries on a stand-alone and consolidated basis, exceeds and will exceed, on a consolidated basis, exceed their debts and liabilities, subordinated, contingent or otherwise; ;
(ii) the present fair saleable value of the property of each of the Issuer Parent Guarantor, each Borrower and its Restricted Subsidiaries, each of their respective subsidiaries on a stand-alone and consolidated basis, is and will be greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their respective debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; ;
(iii) each of the Issuer Parent Guarantor, each Borrower and its Restricted Subsidiaries, each of their respective subsidiaries on a stand-alone and consolidated basis, areis basis is and will be able to pay theirits their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; and and
(iv) each of Parent Guarantor, the Issuer Borrowers and its Restricted Subsidiaries, each of their respective subsidiaries on a stand-alone and consolidated basis, areis basis is not engaged in, and areis is not about to engage in, business for which they haveit it has unreasonably small capital. The; provided that, for purposes of this Section 5.8(a7.08(a), the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liability.
(b) Except as disclosed in Schedule 5.8(b7.08(b), none of the Note Parties Parent Guarantor or any of the its Restricted Subsidiaries has (i) any pending or threatened (in writing) litigation, arbitration, actions or proceedings which would reasonably be expected to have a Material Adverse Effect, and Effect or (ii) any liabilities or indebtedness Indebtedness for borrowed money other than the Obligations and other Permitted Indebtedness.
(c) None of the Note Loan Parties nor or any of the their Restricted Subsidiaries is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which would reasonably be expected to have a Material Adverse Effect, nor are any of the Note Loan Parties or the any of their Restricted Subsidiaries in violation of any order of any court, Governmental Body or arbitration board or tribunal in any respect which would reasonably be expected to have a Material Adverse Effect.
(d) Neither the Issuer No Borrower nor any member of the Controlled Group maintains or is required to contribute to any Pension Benefit Plan, Multiemployer Plan or self-insured Welfare Plan (as defined in ERISA), other than those listed on Schedule 5.8(d7.08(d) hereto, hereto (as such ScheduleSchedule may be amended and updated from time to time by written notice from the Borrowers to the Administrative Agent in connection with the delivery of a Compliance Certificate pursuant to Section 8.05). Except where noncompliance or any liability could not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Effect, (i) each Plan is in compliance with the applicable provisions of ERISA, the Code and other federal or state laws; (ii) each Borrower and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA and Section 412 of the Code in respect of each Pension Benefit Plan, and each Pension Benefit Plan is in compliance with Sections 412, 430 and 436 of the Code and Sections 206(g), 302 and 303 of ERISA, without regard to waivers and variances; (iii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the IRS to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code or, with respect to a Multiemployer Plan, no Borrower nor any member of the Controlled Group has received notice of any such proceedings; (iv) neither any Borrower nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid; (v) no Pension Benefit Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Pension Benefit Plan or, with respect to a Multiemployer Plan, no Borrower nor any member of the Controlled Group has received notice of any such proceedings; (vi) neither any Borrower nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan; (vii) neither any Borrower nor any member of a Controlled Group has incurred any liability for any excise tax arising under Section 4971, 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability;
Appears in 1 contract
Samples: Credit Agreement (Keane Group, Inc.)
Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance. (a) AfterAs of the Fourth Amendment Closing DateOn a consolidated basis, (i) immediately after giving effect to the consummation of the Transactions, including the issuance of the Notes under this Agreement on the Closing DateLoan Parties will be solvent, Delayed Draw Funding Date or Incremental Note Closing Dateable to pay their debts as they mature, as applicable, and (ii) immediately after giving effect to the application Transactions, the Loan Parties will have capital sufficient to carry on their business and all businesses in which they are about to engage, (iii) as of the proceeds of such Notesborrowing of the loans under the First Lien Term Loan AgreementClosing Date, (i) the fair present saleable value of the assets of each the Loan Parties, calculated on a going concern basis, are in excess of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, exceeds and will exceed, on a consolidated basis, amount of their debts and liabilities, subordinatedand (iv) subsequent to the Closing Date, contingent or otherwise; (ii) the present fair saleable value of the property of each assets of the Issuer and its Restricted Subsidiaries, Loan Parties (calculated on a stand-alone and consolidated going concern basis, is and ) will be greater than the amount that will be required to pay the probable liability, on a consolidated basis, in excess of their respective debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) each of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, areis and will be able to pay theirits debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; and (iv) each of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, areis not engaged in, and areis not about to engage in, business for which they haveit has unreasonably small capital. The; provided that, for purposes of this Section 5.8(a), the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liabilitytheir liabilities.
(b) Except as disclosed in Schedule 5.8(b)) hereto, none of the Note Parties or any of the Restricted Subsidiaries no Loan Party has (i) any pending or threatened (in writing) litigation, arbitration, actions or proceedings which against any Loan Party that would reasonably be expected to have a Material Adverse Effectresult in an Event of Default. 074658.18062/111245555v.10
(c) No Loan Party has any outstanding Indebtedness other than the Obligations, except for (i) Indebtedness disclosed in Schedule 5.8(c) hereto and (ii) any liabilities or indebtedness for borrowed money other than the Obligations and other Permitted IndebtednessIndebtedness otherwise permitted under Section 7.9 hereof.
(cd) None of the Note Parties nor any of the Restricted Subsidiaries Each Loan Party is in violation material compliance with the requirements of any all applicable statutestatutes, lawlaws, rulerules, regulation or ordinance in any respect which would reasonably be expected to have a Material Adverse Effect, nor are any of the Note Parties or the Restricted Subsidiaries in violation of any order regulations and ordinances and applicable orders of any court, Governmental Body or arbitration board or tribunal tribunal, except in any respect such instances in which (a) such requirement of statute, law, rule, regulation, ordinance or order is being Properly Contested or (b) failure to comply therewith would not reasonably be expected to have a Material Adverse Effect.
(de) Neither Except to the Issuer extent not material: (i) No Loan Party or any member of the Controlled Group maintains or is required to contribute to any Plan other than those listed on Schedule 5.8(e) hereto; (ii) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Applicable Laws; (iii) Each Loan Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA and Section 412 of the Code in respect of each Plan, and each Plan is in compliance with Sections 412, 430 and 436 of the Code and Sections 206(g), 302 and 303 of ERISA, without regard to waivers and variances; (iv) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code or an application for such a determination is currently being processed by the Internal Revenue Code; (v) neither any Loan Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid; (vi) no Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan; (vii) the current value of the assets of each Plan exceeds the present value of the accrued benefits and other liabilities of such Plan and neither any Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities; (viii) neither any Loan Party nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Plan; (ix) neither any Loan Party nor any member of the Controlled Group has incurred any liability for any excise tax arising under Section 4971, 4972 or 4980B of the Code, and no fact exists which could give rise to any such liability; (x) neither any Loan Party nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Plan, has engaged in a “prohibited transaction” described in Section 406 of ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Plan which is subject to ERISA; (xi) no Termination Event has occurred or is reasonably expected to occur; (xii) there exists no Reportable ERISA Event; (xiii) neither any Loan Party nor any member of the Controlled Group has engaged in a transaction that would reasonably be expected to be subject to Section 4069 or 4212(c) of ERISA; (xiv) neither any Loan Party nor any member of the Controlled Group maintains or is required to contribute to any Pension Benefit PlanPlan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code; (xv) neither any Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, within the meaning of Section 4203 or 074658.18062/111245555v.10 4205 of ERISA, from any Multiemployer Plan or self-insured Welfare so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980 and there exists no fact which would reasonably be expected to result in any such liability; and (xvi) no Plan fiduciary (as defined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Plan.
(f) Except as indicated on Schedule 5.8(f), other than those listed on Schedule 5.8(d) heretono Loan Party nor any of its Subsidiaries maintains, sponsors, administers, contributes to, participates in or has any liability in respect of any Canadian Pension Plan, nor has any such Person ever maintained, sponsored, administered, contributed or participated in any Canadian Pension Plan. Except as, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, (as a) the Canadian Pension Plans are duly registered under the Income Tax Act (Canada) and any other Applicable Laws which require registration, have been administered in accordance with the Income Tax Act (Canada) and such Scheduleother Applicable Law and no event has occurred which could cause the loss of such registered status, (b) all obligations of the Loan Parties and their Subsidiaries (including fiduciary, funding, investment and administration obligations) required to be performed in connection with the Canadian Pension Plans and the funding agreements relating thereto have been performed on a timely basis, and (c) all contributions or premiums required to be made or paid by the Loan Parties and their Subsidiaries to the Canadian Pension Plans have been made on a timely basis in accordance with the terms of such plans and all Applicable Laws.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Perma-Pipe International Holdings, Inc.)
Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance. (ai) AfterAs of the Fourth Amendment Closing DateThe Loan Parties, after giving effect to the consummation of the Transactionstaken as a whole, including the issuance of the Notes under this Agreement on the Closing Date, Delayed Draw Funding Date or Incremental Note Closing Date, as applicableare, and after giving effect to the application Transactions, will be, solvent, able to pay their debts as they mature, (ii) the Loan Parties, taken as a whole, have, and after giving effect to the Transactions, will have, capital sufficient to carry on their existing businesses and all businesses in which they are about to engage, (iii) as of the proceeds of such Notesborrowing of the loans under the First Lien Term Loan Agreement<Closing>Fourth Amendment Effective Date, (i) the fair present saleable value of the assets of each the Loan Parties, taken as a whole, calculated on a going concern basis, are in excess of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, exceeds and will exceed, on a consolidated basis, amount of their debts and liabilities, subordinatedand (iv) subsequent to the <Closing>Fourth Amendment Effective Date, contingent or otherwise; (ii) the present fair saleable value of the property of each assets of the Issuer and its Restricted SubsidiariesLoan Parties, taken as a whole (calculated on a stand-alone and consolidated going concern basis), is and will be greater than the amount that will be required to pay the probable liability, on a consolidated basis, in excess of their respective debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) each of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, areis and will be able to pay theirits debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; and (iv) each of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, areis not engaged in, and areis not about to engage in, business for which they haveit has unreasonably small capital. The; provided that, for purposes of this Section 5.8(a), the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liabilitytheir liabilities.
(b) Except as disclosed in Schedule 5.8(b)) hereto, none of as such Schedule may be updated from time to time in accordance with the Note Parties or any of the Restricted Subsidiaries has (i) any pending or threatened (in writing) terms hereof, sets forth a complete and accurate description, with respect to all litigation, arbitration, actions or proceedings which would with asserted liabilities in excess of, or that could reasonably be expected to have result in liabilities in excess of, $1,000,000 that, as of the <Closing>Fourth Amendment Effective Date, is pending or, to the knowledge of the Loan Parties, threatened in writing against a Material Adverse EffectLoan Party or any of its Subsidiaries, of (i) the parties to such actions, suits, or proceedings, (ii) the nature of the dispute that is the subject of such actions, suits, or proceedings, (iii) the procedural status, as of the <Closing>Fourth Amendment Effective Date, with respect to such actions, suits, or proceedings, and (iiiv) whether any liabilities liability of the Loan Parties’ and their Subsidiaries in connection with such actions, suits, or indebtedness for borrowed money other than the Obligations and other Permitted Indebtednessproceedings is covered by insurance.
(c) None of No Loan Party has any outstanding Indebtedness other than the Note Parties nor any of the Restricted Subsidiaries Obligations, except for (i) Indebtedness disclosed in Schedule 7.8 hereto and (ii) Indebtedness otherwise permitted under Section 7.8 hereof.
(d) No Loan Party is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which would could reasonably be expected to have a Material Adverse Effect, nor are is any of the Note Parties or the Restricted Subsidiaries Loan Party in violation of any order of any court, Governmental Body or arbitration board or tribunal in any respect which would could reasonably be expected to have a Material Adverse Effect,.
(de) Neither the Issuer nor No Loan Party or any member of the Controlled Group maintains or is required to contribute to any Pension Benefit Plan, Plan or Multiemployer Plan or self-insured Welfare Plan (as defined in ERISA), other than those listed on Schedule 5.8(d5.8(e) hereto. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Applicable Laws.
(as such Schedulei) Each Loan Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA and Section 412 of the Code in respect of each Plan, and each Pension Benefit Plan or
Appears in 1 contract
Samples: Term Loan Credit and Security Agreement (Quantum Corp /De/)
Solvency; No Litigation, Violation, Indebtedness or Default; ERISA Compliance. (ai) AfterAs of the Fourth Amendment Closing DateThe Loan Parties, after giving effect to the consummation of the Transactionstaken as a whole, including the issuance of the Notes under this Agreement on the Closing Date, Delayed Draw Funding Date or Incremental Note Closing Date, as applicableare, and after giving effect to the application of the proceeds of such Notesborrowing of the loans under the First Lien Term Loan AgreementTransactions, will be, solvent and able to pay their debts as they mature, (iii) the Loan Parties, taken as a whole, have, and after giving effect to the Transactions, will have, capital sufficient to carry on their existing businesses and all businesses in which they are about to engage, and (iii) the fair present saleable value of the assets of each of the Issuer and its Restricted SubsidiariesLoan Parties, taken as a whole, calculated on a stand-alone and consolidated going concern basis, exceeds and will exceed, on a consolidated basis, their debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value are in excess of the property of each of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, is and will be greater than the amount that will be required to pay the probable liability, on a consolidated basis, of their respective debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) each of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, areis and will be able to pay theirits debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; and (iv) each of the Issuer and its Restricted Subsidiaries, on a stand-alone and consolidated basis, areis not engaged in, and areis not about to engage in, business for which they haveit has unreasonably small capital. The; provided that, for purposes of this Section 5.8(a), the amount of any contingent liability at any time shall be computed as the amount that would reasonably be expected to become an actual and matured liabilitytheir liabilities.
(b) Except as disclosed in Schedule 5.8(b)) hereto, none of as such Schedule may be updated from time to time in accordance with the Note Parties or any of the Restricted Subsidiaries has (i) any pending or threatened (in writing) terms hereof, sets forth a complete and accurate description, with respect to all litigation, arbitration, actions or proceedings which would with asserted liabilities in excess of, or that could reasonably be expected to have result in liabilities in excess of, $1,000,000 that, as of the Amendment and Restatement Date, is pending or, to the knowledge of the Loan Parties, threatened in writing against a Material Adverse EffectLoan Party or any of its Subsidiaries, of (i) the parties to such actions, suits, or proceedings, (ii) the nature of the dispute that is the subject of such actions, suits, or proceedings, (iii) the procedural status, as of the Amendment and Restatement Date, with respect to such actions, suits, or proceedings, and (iiiv) whether any liabilities liability of the Loan Parties’ and their Subsidiaries in connection with such actions, suits, or indebtedness for borrowed money other than the Obligations and other Permitted Indebtednessproceedings is covered by insurance.
(c) None of No Loan Party has any outstanding Indebtedness other than the Note Parties nor any of the Restricted Subsidiaries Obligations, except for (i) Indebtedness disclosed in Schedule 7.8 hereto and (ii) Indebtedness otherwise permitted under Section 7.8 hereof.
(d) No Loan Party is in violation of any applicable statute, law, rule, regulation or ordinance in any respect which would could reasonably be expected to have a Material Adverse Effect, nor are is any of the Note Parties or the Restricted Subsidiaries Loan Party in violation of any order of any court, Governmental Body or arbitration board or tribunal in any respect which would could reasonably be expected to have a Material Adverse Effect.
(de) Neither the Issuer nor No Loan Party or any member of the Controlled Group maintains or is required to contribute to any Pension Benefit Plan, Plan or Multiemployer Plan or self-insured Welfare Plan (as defined in ERISA), other than those listed on Schedule 5.8(d5.8(e) hereto. Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA, the Code and other Applicable Laws.
(i) Each Loan Party and each member of the Controlled Group has met all applicable minimum funding requirements under Section 302 of ERISA and Section 412 of the Code in respect of each Pension Benefit Plan, and each Pension Benefit Plan or Multiemployer Plan is in compliance with Sections 412, 430 and 436 of the Code and Sections 206(g), 302 and 303 of ERISA, without regard to waivers and variances; (ii) each Plan which is intended to be a qualified plan under Section 401(a) of the Code as currently in effect has been determined by the Internal Revenue Service to be qualified under Section 401(a) of the Code and the trust related thereto is exempt from federal income tax under Section 501(a) of the Code or an application for such a determination is currently being processed by the Internal Revenue Code; (iii) neither any Loan Party nor any member of the Controlled Group has incurred any liability to the PBGC other than for the payment of premiums, and there are no premium payments which have become due which are unpaid; (iv) no Pension Benefit Plan or Multiemployer Plan has been terminated by the plan administrator thereof nor by the PBGC, and there is no occurrence which would cause the PBGC to institute proceedings under Title IV of ERISA to terminate any Plan; (v) the current value of the assets of each Pension Benefit Plan exceeds the present value of the accrued benefits and other liabilities of such Pension Benefit Plan (determined as of the end of the most recent plan year on the basis of the actuarial assumptions specified for funding purposes in the most recent actuarial valuation for such Pension Benefit Plan) and neither any Loan Party nor any member of the Controlled Group knows of any facts or circumstances which would materially change the value of such assets and accrued benefits and other liabilities; (vi) neither any Loan Party nor any member of the Controlled Group has breached any of the responsibilities, obligations or duties imposed on it by ERISA with respect to any Pension Benefit Plan or Multiemployer Plan; (vii) neither any Loan Party nor any member of the Controlled Group has incurred any liability for any excise tax arising under Section 4971, 4972 or 4980B of the Code, and no fact exists which could reasonably be expected to give rise to any such liability; (viii) neither any Loan Party nor any member of the Controlled Group nor any fiduciary of, nor any trustee to, any Pension Benefit Plan or Multiemployer Plan, has engaged in a “prohibited transaction” described in Section 406 of ERISA or Section 4975 of the Code nor taken any action which would constitute or result in a Termination Event with respect to any such Pension Benefit Plan or Multiemployer Plan which is subject to ERISA; (ix) no Termination Event has occurred or is reasonably expected to occur; (x) there exists no Reportable ERISA Event; (xi) neither any Loan Party nor any member of the Controlled Group has engaged in a transaction that could be subject to Section 4069 or 4212(c) of ERISA; (xii) neither any Loan Party nor any member of the Controlled Group maintains or is required to contribute to any Plan which provides health, accident or life insurance benefits to former employees, their spouses or dependents, other than in accordance with Section 4980B of the Code or similar applicable law; (xiii) neither any Loan Party nor any member of the Controlled Group has withdrawn, completely or partially, within the meaning of Section 4203 or 4205 of ERISA, from any Multiemployer Plan so as to incur liability under the Multiemployer Pension Plan Amendments Act of 1980 and there exists no fact which would reasonably be expected to result in any such liability; and (xiv) to the knowledge of the Company, no Plan fiduciary (as such Scheduledefined in Section 3(21) of ERISA) has any liability for breach of fiduciary duty or for any failure in connection with the administration or investment of the assets of a Plan.
Appears in 1 contract
Samples: Revolving Credit and Security Agreement (Quantum Corp /De/)
