Common use of Title IV Plans Clause in Contracts

Title IV Plans. With respect to each Employee Pension Benefit Plan (excluding plans not subject to the provisions of Title IV of ERISA) listed on Exhibit 3.16 or in which the Company (for purposes of this subsection 3.16.3 the "Company" shall include all trades or businesses whether or not incorporated, which are a member of a group of which Company is a member and which are under common control within the meaning of Section 414 of the Code and the regulations thereunder) participates or has participated, (a) the Company has not withdrawn from such a Plan during a plan year in which it was "substantial employer" (as defined in Section 4001(a)(2) of ERISA), (b) the Company has not filed a notice of intent to terminate any such Plan nor adopted any amendment to treat such Plan as terminated, (c) the PBGC has not instituted proceedings to terminate any such Plan, (d) no other event or condition has occurred which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Plan, (e) no accumulated funding deficiency, whether or not waived, exists with respect to any such Plan, no condition has occurred or exists which by the passage of time would be expected to result in an accumulated funding deficiency as of the last day of the current Plan year of any such Plan, and the Company has not failed to make full payment when due of all amounts which under the provisions of any such Plan are required to be made as contributions thereto, (f) all required premium payments to the Pension Benefit Guaranty Corporation have been paid when due, (g) no reportable event, as described in Section 4043 of ERISA and the regulations thereunder, has occurred with respect to said plans, and (h) no excise taxes are payable under the Code.

Title IV Plans. With respect to each Employee Pension Benefit Plan (excluding plans not subject to the provisions of Title IV of ERISAERISA (other than a Multiemployer Plan as defined below) listed on Exhibit 3.16 or in which the Company, any Company Subsidiary or any trade or business (for purposes of this subsection 3.16.3 the "Company" shall include all trades or businesses whether or not incorporated, which are ) that is a member of a group of which the Company or a Company Subsidiary is a member and which are is under common control within the meaning of Section 414 414(b), (c) or (m) of the Code and the regulations thereunder(an "ERISA Affiliate") participates or has participatedparticipates, (ai) neither the Company nor any Company Subsidiary nor any ERISA Affiliate has not withdrawn from such a Benefit Plan during a plan year in which it was a "substantial employer" (as defined in Section 4001(a)(24001(a) (2) of ERISA), (bii) neither the Company nor any Company Subsidiary nor any ERISA Affiliate has not filed a notice of intent to terminate any such Benefit Plan nor or adopted any amendment to treat any such Benefit Plan as terminated, (ciii) the PBGC Pension Benefit Guaranty Corporation ("PBGC") has not instituted proceedings to terminate any such Benefit Plan, (div) no accumulated funding deficiency, whether or not waived, exists with respect to any such Benefit Plan, and no condition has occurred or exists which by the passage of time would be expected to result in an accumulated funding deficiency as of the last day of the current plan year of any such Benefit Plan, (v) no reportable event (as described in Section 4043 of ERISA) (other than those events as to which the thirty day notice period is waived) has occurred with respect to any such Benefit Plan, (vi) no amendment with respect to which security is required under Section 307 of ERISA has been made or is reasonably expected to be made, (vii) except for the transactions contemplated by this Agreement, no other event or condition has occurred which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Plan, (e) no accumulated funding deficiency, whether or not waived, exists with respect to any such Plan, no condition has occurred or exists which by the passage of time Benefit Plan and that would be expected to result in an accumulated funding deficiency as of a material liability to the last day of the current Plan year of any such Plan, Company and the Company Subsidiaries and (viii) since the last valuation date for each such Benefit Plan there has not failed been no amendment or change to make full payment when due such Benefit Plan that would increase the amount of all amounts which under the provisions of any such Plan are required to be made as contributions thereto, (f) all required premium payments to the Pension Benefit Guaranty Corporation have been paid when due, (g) no reportable event, as described in Section 4043 of ERISA and the regulations benefits thereunder, . No event has occurred with respect and no condition exists that would be reasonably expected to said plans, and (h) no excise taxes are payable subject the Company or any of the Company Subsidiaries to any material liability imposed under the CodeSection 4069 of ERISA.

Title IV Plans. (i) Schedule 2.16(c) lists all plans in Schedules 2.16(a) and 2.16(b) which are also subject to Title IV of ERISA. (ii) With respect to each Employee Pension Benefit Plan (excluding plans not subject to the provisions of Title IV of ERISA) listed on Exhibit 3.16 or such plan in which any of the Company Companies, any Subsidiary or any trade or business (for purposes of this subsection 3.16.3 the "Company" shall include all trades or businesses whether or not incorporated, which are ) that is a member of a group of which Company any of the Companies is a member and which are is under common control within the meaning of Section 414 (b) and (c) of the Code and the regulations thereunder("ERISA Affiliate") participates or has participated, (ai) neither any of the Company Companies nor any Subsidiary nor any ERISA Affiliate has not withdrawn from such a Plan plan during a plan year in which it was a "substantial employer" (as defined in Section 4001(a)(24001(a) (2) of ERISA), (bii) neither any of the Company Companies nor any Subsidiary nor any ERISA Affiliate has not filed a notice of intent to terminate any such Plan nor plan or adopted any amendment to treat any such Plan plan as terminated, (ciii) the PBGC has not instituted proceedings to terminate any such Planplan, (d) no other event or condition has occurred which might constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any such Plan, (eiv) no accumulated funding deficiency, whether or not waived, exists with respect to any such Planplan, no condition has occurred or exists which by the passage of time would be expected to result in an accumulated funding deficiency as and neither any of the last day of the current Plan year of Companies nor any such Plan, and the Company Subsidiary nor any ERISA Affiliate has not failed to make full payment when due of all amounts which under the provisions of any such Plan plan are required to be made as contributions thereto, (fv) all required premium payments to the Pension Benefit Guaranty Corporation PBGC have been paid when duepaid, (gvi) no reportable event, as described in Section 4043 of ERISA and the regulations thereunderERISA, has occurred with respect to said plansany such plan, and (hvii) no excise taxes are payable under the Code. (iii) In addition to the documents listed in subsection (b)(3) above, Sellers have delivered to Buyer for each Title IV plan copies of the following documents: (i) the Form PBGC-1 filed in each plan year, and (ii) the actuarial report as of the last valuation date.