Common use of Terminations, Proceedings, Penalties, etc Clause in Contracts

Terminations, Proceedings, Penalties, etc. With respect to each employee benefit plan (including each Employee Plan/Agreement) that is subject to Title IV of ERISA and with respect to which the Group Companies, any Person that is or was aggregated with the Group Companies pursuant to Section 414(b), (c), (m) or (o) of the Code or any of their respective assets may, directly or indirectly, be subject to any Liability, contingent or otherwise, or the imposition of any Lien: (i) no such plan has been terminated so as to subject, directly or indirectly, any of the Group Companies’ assets to any Liability or the imposition of any Lien under Title IV of ERISA; (ii) no proceeding has been initiated or threatened by any Person (including the Pension Benefit Guaranty Corporation) to terminate any such plan; (iii) no condition or event currently exists or is expected to occur that could subject, directly or indirectly, any of the Group Companies’ assets to any Liability or the imposition of any Lien under Title IV of ERISA, whether to the Pension Benefit Guaranty Corporation or to any other Person or otherwise on account of the termination of any such plan; (iv) if any such plan were to be terminated as of the Closing Date, none of the Group Companies’ assets would be subject, directly or indirectly, to any Liability or the imposition of any Lien under Title IV of ERISA or be required to make additional contributions to the plan other than those benefit accruals already reserved for in the ordinary course and listed on the Recent Balance Sheet or as otherwise agreed to by the parties herein; (v) Except as set forth in Section 4.16(c)(v) of the Seller Disclosure Schedule, no “reportable event” (as defined in Section 4043 of ERISA) has occurred with respect to any such plan; (vi) no such plan that is subject to Section 302 of ERISA or Section 412 of the Code has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code, respectively), whether or not waived; and (vii) no such plan is a plan described in Section 4063 or 4064 of ERISA.

Terminations, Proceedings, Penalties, etc. With respect to each employee benefit plan (including each including, without limitation, the Employee PlanPlans/AgreementAgreements) that is subject to the provisions of Title IV of ERISA and with respect to which the Group Companies, any Person that is or was aggregated with the Group Companies pursuant to Section 414(b), (c), (m) or (o) of the Code Company or any of their respective its assets may, directly or indirectly, be subject to any Liabilityliability, contingent or otherwise, or the imposition of any Lien:lien (whether by reason of the complete or partial termination of any such plan, the funded status of any such plan, any "complete withdrawal" (as defined in Section 4203 of ERISA) or "partial withdrawal" (as defined in Section 4205 of ERISA) by any person from any such plan, or otherwise): (i) no such plan has been terminated so as to subject, directly or indirectly, any assets of the Group Companies’ assets Company to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA; (ii) no proceeding has been initiated or threatened by any Person person (including the Pension Benefit Guaranty CorporationCorporation ("PBGC") to terminate any such plan; (iii) no condition or event currently exists or currently is expected to occur that could subject, directly or indirectly, any assets of the Group Companies’ assets Company to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA, whether to the Pension Benefit Guaranty Corporation PBGC or to any other Person person or otherwise on account of the termination of any such plan; (iv) if any such plan were to be terminated as of or prior to the Closing Date, none no assets of the Group Companies’ assets Company would be subject, directly or indirectly, to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA or be required to make additional contributions to the plan other than those benefit accruals already reserved for in the ordinary course and listed on the Recent Balance Sheet or as otherwise agreed to by the parties hereinERISA; (v) Except as set forth in Section 4.16(c)(v) of the Seller Disclosure Schedule, no “"reportable event” " (as defined in Section 4043 of ERISA) has occurred with respect to any such plan; (vi) no such plan that which is subject to Section 302 of ERISA or Section 412 of the Code has incurred any “"accumulated funding deficiency” " (as defined in Section 302 of ERISA and Section 412 of the Code, respectively), whether or not waived; and (vii) no such plan is a multiemployer plan or a plan described in Section 4063 or 4064 of ERISA.

Terminations, Proceedings, Penalties, etc. With respect to each ----------------------------------------- employee benefit plan (including each including, without limitation, the Employee PlanPlans/AgreementAgreements) that is subject to the provisions of Title IV of ERISA and with respect to which the Group Companies, any Person that is or was aggregated with the Group Companies pursuant to Section 414(b), (c), (m) or (o) of the Code Seller or any of their respective its assets may, directly or indirectly, be subject to any Liabilityliability, contingent or otherwise, or the imposition of any Lien:lien (whether by reason of the complete or partial termination of any such plan, the funded status of any such plan, any "complete withdrawal" (as defined in Section 4203 of ERISA) or "partial -------------------- ------- withdrawal" (as defined in Section 4205 of ERISA) by any person from any ---------- such plan, or otherwise): (i) no such plan has been terminated so as to subject, directly or indirectly, any assets of the Group Companies’ assets Seller to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA; (ii) no proceeding has been initiated or threatened by any Person person (including the Pension Benefit Guaranty CorporationCorporation ("PBGC") to ---- terminate any such plan; (iii) no condition or event currently exists or currently is expected to occur that could subject, directly or indirectly, any assets of the Group Companies’ assets Seller to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA, whether to the Pension Benefit Guaranty Corporation PBGC or to any other Person person or otherwise on account of the termination of any such plan; (iv) if any such plan were to be terminated as of or prior to the Closing Date, none no assets of the Group Companies’ assets Seller would be subject, directly or indirectly, to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA or be required to make additional contributions to the plan other than those benefit accruals already reserved for in the ordinary course and listed on the Recent Balance Sheet or as otherwise agreed to by the parties hereinERISA; (v) Except as set forth in Section 4.16(c)(v) of the Seller Disclosure Schedule, no “"reportable event” " (as defined in Section 4043 of ERISA) ---------------- has occurred with respect to any such plan; (vi) no such plan that which is subject to Section 302 of ERISA or Section 412 of the Code has incurred any “"accumulated funding ------------------- deficiency” " (as defined in Section 302 of ERISA and Section 412 of the ---------- Code, respectively), whether or not waived; and (vii) no such plan is a multiemployer plan or a plan described in Section 4063 or 4064 of ERISA.

Terminations, Proceedings, Penalties, etc. With respect to each employee benefit plan (including each Employee Plan/Agreement) that is subject to Title IV of ERISA and with respect to which the Group CompaniesCompany, any Person person or entity that is or at any prior time was aggregated with the Group Companies Company pursuant to Section 414(b), (c), (m) or (o) of the Code or any of their respective assets may, directly or indirectly, be subject to any Liability, contingent or otherwise, or the imposition of any Lien:Lien (other than Permitted Exceptions) (whether by reason of the complete or partial termination of any such plan, the funded status of any such plan, any “complete withdrawal” (as defined in Section 4203 of ERISA) or “partial withdrawal” (as defined in Section 4205 of ERISA) by any person from any such plan, or otherwise): (i) no such plan has been terminated so as to subject, directly or indirectly, any of the Group Companies’ Company’s assets to any Liability or the imposition of any Lien under Title IV of ERISA; (ii) no proceeding has been initiated or threatened by any Person person (including the Pension Benefit Guaranty Corporation) to terminate any such plan; (iii) no condition or event currently exists or is expected to occur that could subject, directly or indirectly, any of the Group Companies’ Company’s assets to any Liability or the imposition of any Lien under Title IV of ERISA, whether to the Pension Benefit Guaranty Corporation or to any other Person person or entity or otherwise on account of the termination of any such plan; (iv) if any such plan were to be terminated as of the Closing Date, none of the Group Companies’ Company’s or UNB’s assets would be subject, directly or indirectly, to any Liability or the imposition of any Lien under Title IV of ERISA or be required to make additional contributions to the plan other than those benefit accruals already reserved for in the ordinary course and listed on the Recent Balance Sheet or as otherwise agreed to by the parties hereinERISA; (v) Except as set forth in Section 4.16(c)(v) of the Seller Disclosure Schedule, no “reportable event” (as defined in Section 4043 of ERISA) has occurred with respect to any such plan; (vi) no such plan that is subject to Section 302 of ERISA or Section 412 of the Code has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code, respectively), whether or not waived; and (vii) no such plan is a plan described in Section 4063 or 4064 of ERISA.

Terminations, Proceedings, Penalties, etc. With respect to each employee benefit plan (including each Employee Plan/Agreement) that is subject to Title IV of ERISA and with respect to which the Group Companies, any Person that is or was aggregated with the Group Companies pursuant to Section 414(b), (c), (m) or (o) of the Code or any of their respective assets Company may, directly or indirectly, be subject to any Liability, contingent or otherwise, or the imposition of any Lien:Lien (whether by reason of the complete or partial termination of any such plan or the funded status of any such plan or otherwise): (i) no such plan has been terminated so as to subject, directly or indirectly, any of the Group Companies’ assets to any Liability or the imposition of any Lien under Title IV of ERISA; (ii) no proceeding has been initiated or threatened by any Person person or entity (including the Pension Benefit Guaranty Corporation) to terminate any such plan; (iii) no condition or event currently exists or is expected to occur that could subject, directly or indirectly, any of the Group Companies’ assets to any Liability or the imposition of any Lien under Title IV of ERISA, whether to the Pension Benefit Guaranty Corporation or to any other Person or entity or otherwise on account of the termination of any such plan; (iv) if any such plan were to be terminated as of the Closing Date, none of the Group Companies’ assets would be subject, directly or indirectly, to any Liability or the imposition of any Lien under Title IV of ERISA or be required to make additional contributions to the plan other than those benefit accruals already reserved for in the ordinary course and listed on the Recent Balance Sheet or as otherwise agreed to by the parties hereinERISA; (v) Except as set forth in Section 4.16(c)(v) of the Seller Disclosure Schedule, no “reportable event” (as defined in Section 4043 of ERISA) has occurred with respect to any such plan; (vi) no such plan that is subject to Section 302 of ERISA or Section 412 of the Code has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code, respectively), whether or not waived; and (vii) no such plan is a plan described in Section 4063 or 4064 of ERISA.

Terminations, Proceedings, Penalties, etc. With respect to each employee benefit plan (including each including, without limitation, the Employee PlanPlans/AgreementAgreements) that is subject to the provisions of Title IV of ERISA and with respect to which the Group Companies, any Person that is or was aggregated with the Group Companies pursuant to Section 414(b), (c), (m) or (o) of the Code Company or any of their respective its assets may, directly or indirectly, be subject to any Liability, contingent or otherwise, or the imposition of any Lien:Lien (whether by reason of the complete or partial termination of any such plan, the funded status of any such plan, any “complete withdrawal” (as defined in Section 4203 of ERISA) or “partial withdrawal” (as defined in Section 4205 of ERISA) by any person from any such plan, or otherwise): (i) no such plan has been terminated so as to subject, directly or indirectly, any assets of the Group Companies’ assets Company to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA; (ii) no proceeding has been initiated or threatened by any Person person (including the Pension Benefit Guaranty CorporationCorporation (“PBGC”)) to terminate any such plan; (iii) no condition or event currently exists or currently is expected to occur that could subject, directly or indirectly, any assets of the Group Companies’ assets Company to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA, whether to the Pension Benefit Guaranty Corporation PBGC or to any other Person person or otherwise on account of the termination of any such plan; (iv) if any such plan were to be terminated as of the Closing Date, none no assets of the Group Companies’ assets Company would be subject, directly or indirectly, to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA or be required to make additional contributions to the plan other than those benefit accruals already reserved for in the ordinary course and listed on the Recent Balance Sheet or as otherwise agreed to by the parties hereinERISA; (v) Except as set forth in Section 4.16(c)(v) of the Seller Disclosure Schedule, no “reportable event” (as defined in Section 4043 of ERISA) has occurred with respect to any such plan; (vi) no such plan that which is subject to Section 302 of ERISA or Section 412 of the Code has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code, respectively), whether or not waived; and (vii) no such plan is a multiemployer plan or a plan described in Section 4063 or 4064 of ERISA.

Terminations, Proceedings, Penalties, etc. With respect to each employee benefit plan (including each including, without limitation, the Employee PlanPlans/AgreementAgreements) that is subject to the provisions of Title IV of ERISA and with respect to which the Group Companies, any Person that is or was aggregated with the Group Acquired Companies pursuant to Section 414(b), (c), (m) or (o) of the Code or any of their respective assets may, directly or indirectly, be subject to any Liabilityliability, contingent or otherwise, or the imposition of any Lien:Lien (whether by reason of the complete or partial termination of any such plan, the funded status of any such plan, any "complete withdrawal" (as defined in Section 4203 of ERISA) or "partial withdrawal" (as defined in Section 4205 of ERISA) by any person from any such plan, or otherwise): (i) no such plan has been terminated so as to subject, directly or indirectly, any assets of the Group Companies’ assets any Acquired Company to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA; (ii) no proceeding has been initiated or threatened by any Person person (including the Pension Benefit Guaranty CorporationCorporation ("PBGC")) to terminate any such plan; (iii) no condition or event currently exists or currently is expected to occur that could subject, directly or indirectly, any assets of the Group Companies’ assets any Acquired Company to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA, whether to the Pension Benefit Guaranty Corporation PBGC or to any other Person person or otherwise on account of the termination of any such plan; (iv) if any such plan were to be terminated as of the Closing Date, none no assets of the Group Companies’ assets any Acquired Company would be subject, directly or indirectly, to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA or be required to make additional contributions to the plan other than those benefit accruals already reserved for in the ordinary course and listed on the Recent Balance Sheet or as otherwise agreed to by the parties hereinERISA; (v) Except as set forth in Section 4.16(c)(v) of the Seller Disclosure Schedule, no “"reportable event” " (as defined in Section 4043 of ERISA) has occurred with respect to any such plan; (vi) no such plan that which is subject to Section 302 of ERISA or Section 412 of the Code has incurred any “"accumulated funding deficiency” " (as defined in Section 302 of ERISA and Section 412 of the Code, respectively), whether or not waived; and (vii) no such plan is a multiemployer plan or a plan described in Section 4063 or 4064 of ERISA.

Terminations, Proceedings, Penalties, etc. With ----------------------------------------- respect to each employee benefit plan (including each including, without limitation, the Employee PlanPlans/AgreementAgreements) that is subject to the provisions of Title IV of ERISA and with respect to which the Group Companies, any Person that is or was aggregated with the Group Companies pursuant to Section 414(b), (c), (m) or (o) of the Code Company or any of their respective its assets may, directly or indirectly, be subject to any Liabilityliability, contingent or otherwise, or the imposition of any Lien:Lien (whether by reason of the complete or partial termination of any such plan, the funded status of any such plan, any "complete withdrawal" (as defined in Section 4203 of ERISA) or "partial withdrawal" (as defined in Section 4205 of ERISA) by any person from any such plan, or otherwise): (i) no 3.15.2.1 No such plan has been terminated so as to subject, directly or indirectly, any assets of the Group Companies’ assets Company to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA; (ii) no 3.15.2.2 No proceeding has been initiated or or, to the best of each Shareholder's knowledge, threatened by any Person person (including the Pension Benefit Guaranty CorporationCorporation ("PBGC")) to terminate any such plan; (iii) 3.15.2.3 To the best of each Shareholder's knowledge, no condition or event currently exists or currently is expected to occur that could subject, directly or indirectly, any assets of the Group Companies’ assets Company to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA, whether to the Pension Benefit Guaranty Corporation PBGC or to any other Person person or otherwise on account of the termination of any such plan; (iv) if 3.15.2.4 If any such plan were to be terminated as of the Closing Date, none no assets of the Group Companies’ assets Company would be subject, directly or indirectly, to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA or be required to make additional contributions to the plan other than those benefit accruals already reserved for in the ordinary course and listed on the Recent Balance Sheet or as otherwise agreed to by the parties hereinERISA; (v) Except as set forth in Section 4.16(c)(v) 3.15.2.5 To the best of the Seller Disclosure Scheduleeach Shareholder's knowledge, no “"reportable event” " (as defined in Section 4043 of ERISA) has occurred with respect to any such plan; (vi) 3.15.2.6 To the best of each Shareholder's knowledge, no such plan that which is subject to Section 302 of ERISA or Section 412 of the Code has incurred any “"accumulated funding deficiency” " (as defined in Section 302 of ERISA and Section 412 of the Code, respectively), whether or not waived; and (vii) no 3.15.2.7 No such plan is a multiemployer plan or a plan described in Section 4063 or 4064 of ERISA.

Terminations, Proceedings, Penalties, etc. With respect to each ----------------------------------------- employee benefit plan (including each including, without limitation, the Employee PlanPlans/AgreementAgreements) that is subject to the provisions of Title IV of ERISA and with respect to which the Group Companies, any Person that is or was aggregated with the Group Companies pursuant to Section 414(b), (c), (m) or (o) of the Code Seller or any of their respective its assets may, directly or indirectly, be subject to any Liabilityliability, contingent or otherwise, or the imposition of any Lien:lien (whether by reason of the complete or partial termination of any such plan, the funded status of any such plan, any "complete withdrawal" (as defined in Section 4203 of ERISA) or "partial withdrawal" (as defined in Section 4205 of ERISA) by any person from any such plan, or otherwise): (i) no such plan has been terminated so as to subject, directly or indirectly, any assets of the Group Companies’ assets Seller to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA; (ii) no proceeding has been initiated or threatened by any Person person (including the Pension Benefit Guaranty CorporationCorporation ("PBGC") ---- to terminate any such plan; (iii) no condition or event currently exists or currently is expected to occur that could subject, directly or indirectly, any assets of the Group Companies’ assets Seller to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA, whether to the Pension Benefit Guaranty Corporation PBGC or to any other Person person or otherwise on account of the termination of any such plan; (iv) if any such plan were to be terminated as of or prior to the Closing Date, none no assets of the Group Companies’ assets Seller would be subject, directly or indirectly, to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA or be required to make additional contributions to the plan other than those benefit accruals already reserved for in the ordinary course and listed on the Recent Balance Sheet or as otherwise agreed to by the parties hereinERISA; (v) Except as set forth in Section 4.16(c)(v) of the Seller Disclosure Schedule, no “"reportable event” " (as defined in Section 4043 of ERISA) has occurred with respect to any such plan; (vi) no such plan that which is subject to Section 302 of ERISA or Section 412 of the Code has incurred any “"accumulated funding deficiency” " (as defined in Section 302 of ERISA and Section 412 of the Code, respectively), whether or not waived; and (vii) no such plan is a multiemployer plan or a plan described in Section 4063 or 4064 of ERISA.

Terminations, Proceedings, Penalties, etc. With respect to each employee benefit plan (including each including, without limitation, the Employee PlanPlans/AgreementAgreements) that is subject to the provisions of Title IV of ERISA and with respect to which the Group Companies, any Person that is or was aggregated with the Group Companies pursuant to Section 414(b), (c), (m) or (o) of the Code Company or any of their respective its assets may, directly or indirectly, be subject to any Liability, contingent or otherwise, or the imposition of any Lien:Lien (whether by reason of the complete or partial termination of any such plan, the funded status of any such plan, any “complete withdrawal” (as defined in Section 4203 of ERISA) or “partial withdrawal” (as defined in Section 4205 of ERISA) by any person from any such plan, or otherwise): (i) no such plan has been terminated so as to subject, directly or indirectly, any assets of the Group Companies’ assets Company to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA; (ii) no proceeding has been initiated or or, to the knowledge of any Shareholder, threatened by any Person person (including the Pension Benefit Guaranty CorporationCorporation (“PBGC”)) to terminate any such plan; (iii) no condition or event currently exists or or, to the knowledge of any Shareholder, currently is expected to occur that could subject, directly or indirectly, any assets of the Group Companies’ assets Company to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA, whether to the Pension Benefit Guaranty Corporation PBGC or to any other Person person or otherwise on account of the termination of any such plan; (iv) if any such plan were to be terminated as of the Closing Date, none no assets of the Group Companies’ assets Company would be subject, directly or indirectly, to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA or be required to make additional contributions to the plan other than those benefit accruals already reserved for in the ordinary course and listed on the Recent Balance Sheet or as otherwise agreed to by the parties hereinERISA; (v) Except as set forth in Section 4.16(c)(v) of the Seller Disclosure Schedule, no “reportable event” (as defined in Section 4043 of ERISA) has occurred with respect to any such plan; (vi) no such plan that which is subject to Section 302 of ERISA or Section 412 of the Code has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code, respectively), whether or not waived; and (vii) no such plan is a multiemployer plan or a plan described in Section 4063 or 4064 of ERISA.

Terminations, Proceedings, Penalties, etc. With respect to each employee benefit plan (including each Employee Plan/Agreement) that is subject to the provisions of Title IV of ERISA and with respect to which the Group Companies, any Person that is or was aggregated with the Group Companies pursuant to Section 414(b), (c), (m) or (o) of the Code Seller or any of their respective its assets may, directly or indirectly, be subject to any Liabilityliability, contingent or otherwise, or the imposition of any Lien:lien (whether by reason of the complete or partial termination of any such plan, the funded status of any such plan, any "complete withdrawal" (as defined in Section 4203 of ERISA) or "partial withdrawal" (as defined in Section 4205 of ERISA) by any person from any such plan, or otherwise): (i) 4.14.2.1 no such plan has been terminated so as to subject, directly or indirectly, any assets of the Group Companies’ assets Seller to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA; (ii) 4.14.2.2 no proceeding has been initiated or threatened by any Person person (including the Pension Benefit Guaranty CorporationCorporation ("PBGC")) to terminate any such plan; (iii) 4.14.2.3 no condition or event currently exists or currently is expected to occur that could subject, directly or indirectly, any assets of the Group Companies’ assets Seller to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA, whether to the Pension Benefit Guaranty Corporation PBGC or to any other Person person or otherwise on account of the termination of any such plan; (iv) 4.14.2.4 if any such plan were to be terminated as of the Closing Date, none no assets of the Group Companies’ assets Seller would be subject, directly or indirectly, to any Liability liability, contingent or otherwise, or the imposition of any Lien lien under Title IV of ERISA or be required to make additional contributions to the plan other than those benefit accruals already reserved for in the ordinary course and listed on the Recent Balance Sheet or as otherwise agreed to by the parties hereinERISA; (v) Except as set forth in Section 4.16(c)(v) of the Seller Disclosure Schedule, no “reportable event” (as defined in Section 4043 of ERISA) has occurred with respect to any such plan; (vi) no such plan that is subject to Section 302 of ERISA or Section 412 of the Code has incurred any “accumulated funding deficiency” (as defined in Section 302 of ERISA and Section 412 of the Code, respectively), whether or not waived; and (vii) no such plan is a plan described in Section 4063 or 4064 of ERISA.

Terminations, Proceedings, Penalties, etc. With respect to each employee benefit plan (including each including, without limitation, the Employee PlanPlans/AgreementAgreements) that is subject to the provisions of Title IV of ERISA and with respect to which the Group Companies, any Person that is or was aggregated with the Group Companies pursuant to Section 414(b), (c), (m) or (o) of the Code Company or any of their respective its assets may, directly or indirectly, be subject to any Liability, contingent or otherwise, or the imposition of any Lien:Lien (whether by reason of the complete or partial termination of any such plan, the funded status of any such plan, any "complete withdrawal" (as defined in Section 4203 of ERISA) or "partial withdrawal" (as defined in Section 4205 of ERISA) by any person from any such plan, or otherwise): (i) no such plan has been terminated so as to subject, directly or indirectly, any assets of the Group Companies’ assets Company to any Liability or the imposition of any Lien under Title IV of ERISA; (ii) no proceeding has been initiated or threatened by any Person person (including the Pension Benefit Guaranty CorporationCorporation ("PBGC")) to terminate any such plan; (iii) no condition or event currently exists or currently is expected to occur that could subject, directly or indirectly, any assets of the Group Companies’ assets Company to any Liability or the imposition of any Lien under Title IV of ERISA, whether to the Pension Benefit Guaranty Corporation PBGC or to any other Person person or otherwise on account of the termination of any such plan; (iv) if any such plan were to be terminated as of the Closing Date, none no assets of the Group Companies’ assets Company would be subject, directly or indirectly, to any Liability or the imposition of any Lien under Title IV of ERISA or be required to make additional contributions to the plan other than those benefit accruals already reserved for in the ordinary course and listed on the Recent Balance Sheet or as otherwise agreed to by the parties hereinERISA; (v) Except as set forth in Section 4.16(c)(v) of the Seller Disclosure Schedule, no “"reportable event” " (as defined in Section 4043 of ERISA) has occurred with respect to any such plan; (vi) no such plan that which is subject to Section 302 of ERISA or Section 412 of the Code has incurred any “"accumulated funding deficiency” " (as defined in Section 302 of ERISA and Section 412 of the Code, respectively), whether or not waived; and (vii) no such plan is a multiemployer plan or a plan described in Section 4063 or 4064 of ERISA.