Unfunded ERISA Liabilities. Borrower shall, and shall cause each Subsidiary to, (i) keep in full force and effect any and all Plans (other than multi-employer Plans) and shall not withdraw from any multi-employer Plans, which may, from time to time, come into existence under ERISA, unless such Plans can be terminated or such withdrawal can be effected without liability to Borrower or such Subsidiary in connection with such termination or withdrawal; (ii) make its contributions to all of the Plans in a timely manner and in a sufficient amount to comply with the requirements of ERISA; (iii) comply with all material requirements of ERISA which relate to Plans (including without limitation the minimum funding requirements of Section 302 of ERISA); (iv) notify Lender promptly upon receipt by Borrower or such Subsidiary of the institution of any proceeding or other action which may result in the termination of any Plans; (v) notify Lender in writing (x) promptly upon the occurrence of any Reportable Event other than a termination, partial termination or merger of a Plan or a transfer of a Plan’s assets, and (y) prior to any termination, partial termination or merger of a Plan or a transfer of a Plan’s assets.
Unfunded ERISA Liabilities. Any Pension Plan maintained by -------------------------- Company or any of its ERISA Affiliates shall be terminated within the meaning of Title IV of ERISA or a trustee shall be appointed by an appropriate United States district court to administer any Pension Plan, or the PBGC (or any successor thereto) shall institute proceedings to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan, and, in each case, Company's or any such ERISA Affiliate's liability (after giving effect to the tax consequences thereof) as of the date thereof to the PBGC (or any successor thereto) for unfunded guaranteed vested benefits under such Pension Plan or Company's obligations to contribute to any Pension Plan in order to voluntarily terminate such Pension Plan exceed $20,000,000 (or in the case of a termination involving Company or any of its ERISA Affiliates as a "substantial employer" (as defined in Section 4001(a)(2) of ERISA) the withdrawing employer's proportionate share of such liability shall exceed such amount); or
Unfunded ERISA Liabilities. (i) Any Pension Plan maintained by the Borrower or any of its ERISA Affiliates shall be terminated within the meaning of Title IV of ERISA unless such Plan's assets would exceed its liabilities upon a termination; or (ii) trustee shall be appointed by an appropriate United States district court to administer any Pension Plan; or (iii) the Pension Benefit Guaranty Corporation (or any successor thereto) shall institute proceedings to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan; or (iv) the Borrower or any of its ERISA Affiliates shall withdraw (under Section 4063 of ERISA) from a Pension Plan, if as of the date thereof or any subsequent date, the sum of each of the Borrower's and its ERISA Affiliate's various liabilities (such liabilities to include, without limitation, any liability in excess of any assets allocated to such liabilities to the Pension Benefit Guaranty Corporation (or any successor thereto) or to any other party under Sections 4062, 4063 or 4064 of ERISA) or resulting from or otherwise associated with such events listed in clauses (i)-(iv) above exceeds $5,000,000; or
Unfunded ERISA Liabilities. (i) A notice of intent to terminate any Pension Plan shall be filed under Section 4041 of ERISA; or
(ii) a trustee shall be appointed by an appropriate United States district court to administer any Pension Plan; or
(iii) the Pension Benefit Guaranty Corporation (or any successor thereto) shall institute proceedings to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan; or
(iv) Borrower or any of its ERISA Affiliates shall withdraw (under Section 4063 of ERISA) from a Pension Plan; or
(v) any other Termination Event shall occur with respect to any Pension Plan; or
(vi) a failure to make a required installment or other payment (within the meaning of Section 412(n)(1) of the Internal Revenue Code) shall occur with respect to any Pension Plan; and the Requisite Lenders shall determine in good faith after consultation with Borrower that as of the date thereof or any subsequent date, the sum of each of Borrower's and its ERISA Affiliates' various liabilities (such liabilities to include, without limitation, any liability to the Pension Benefit Guaranty Corporation (or any successor thereto), to any Pension Plan or to any other party under Sections 4062, 4063 or 4064 of ERISA or any other provision of law and to be calculated after giving effect to the tax consequences thereof) resulting from or otherwise associated with such event or events listed in subclauses (i)-(vi) above could reasonably be expected to exceed $15,000,000; or
Unfunded ERISA Liabilities. (i) Any Pension Plan shall be terminated within the meaning of Title IV of ERISA; (ii) a trustee shall be appointed by an appropriate United States district court to administer any Pension Plan; (iii) the PBGC (or any successor thereto) shall institute proceedings to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan; (iv) Company or any of its ERISA Affiliates shall withdraw (under Section 4063 of ERISA) from a Pension Plan; or (v) Company or its ERISA Affiliates shall engage in any transactions which could result in the assessment of direct or indirect liability to Company under Section 409 or 502 of ERISA or Section 4975 of the Internal Revenue Code, if as of the date thereof or any subsequent date, the sum of each of Company's and its ERISA Affiliates' various liabilities (such liabilities to include, without limitation, any liability to the PBGC or to any other party under Sections 4062, 4063 or 4064 of ERISA or any other provision of law and to be calculated after giving effect to the tax consequences thereof) resulting from or otherwise associated with such events listed in subclauses (i)-(v) above exceeds $25,000,000; or there exists, as of any valuation date for a Pension Plan, an excess of the present value (determined on the basis of reasonable assumptions employed by the independent actuary for such Pension Plan) of benefit liabilities (as defined in Section 4001(a)(16) of ERISA) over the fair market value of the assets of such Pension Plan, when added to such excess for all other such Pension Plans, which exceeds $100,000,000; or Company or any of its ERISA Affiliates shall incur withdrawal liability to Multiemployer Plans which, in the aggregate, exceeds $100,000,000; or
Unfunded ERISA Liabilities. 57 7.10 Change in Control.............................................................................57 7.11
Unfunded ERISA Liabilities. Any Benefit Plan currently maintained or contributed to by either Borrower or any ERISA Affiliate, or with respect to which either Borrower or any ERISA Affiliate has or may have any liability, shall be terminated in a distress termination within the meaning of Title IV of ERISA or a trustee shall be appointed by an appropriate United States District Court to administer any Benefit Plan of such Borrower or ERISA Affiliate or the PBGC shall institute proceedings to terminate any such Benefit Plan or to appoint a trustee to administer any such Benefit Plan, if, as of the date of such termination, appointment or institution of proceedings, the liability (after giving effect to the tax consequences thereof) of such Borrower or ERISA Affiliate to the PBGC for the amount of unfunded benefit liabilities (as defined in Section 4001(a)(18) of ERISA) under the Benefit Plan exceeds (i) $250,000 in the case of a Benefit Plan maintained or contributed to by either Borrower or a Subsidiary of either Borrower or (ii) $2,500,000 in the case of a Benefit Plan of any other ERISA Affiliate (or in the case of a distress termination of a Benefit Plan involving a substantial employer (as defined in Section 4001(a)(2) of ERISA) such Borrower's or such ERISA Affiliate's proportionate share of such excess shall exceed (i) $250,000 in the case of either Borrower or a Subsidiary of either Borrower or (ii) $2,500,000 in the case of any other ERISA Affiliate) or if the aggregate of all such liabilities for all such Benefit Plans exceeds (i) $1,000,000 in the case of all such Benefit Plans of either Borrower or a Subsidiary of either Borrower or (ii) $2,500,000 in the case of all other ERISA Affiliates.
Unfunded ERISA Liabilities. Any Defined Benefit Plan shall be terminated within the meaning of Title IV of ERISA or a trustee shall be appointed by an appropriate United States District Court to administer any Defined Benefit Plan or the PBGC shall institute proceedings to terminate any Defined Benefit Plan or to appoint a trustee to administer any Defined Benefit Plan, if, as of the date of such termination, appointment or institution of proceedings, the liability (after giving effect to the tax consequences thereof) of Southland, any Subsidiary of Southland or any ERISA Affiliate to the PBGC under Section 4062 of ERISA exceeds the current value of assets accumulated in such Defined Benefit Plan by more than $1,000,000 (or in the case of a termination of a Defined Benefit Plan involving a "substantial employer" (as defined in Section 4001(a)(2) of ERISA), Southland's, such Subsidiary's or any ERISA Affiliate's proportionate share of such excess shall exceed such amount).
Unfunded ERISA Liabilities. 12 7.4 Insurance; Payment of Premiums................................................................12 7.5 Survival of Obligations Upon Termination of Agreement.........................................13
Unfunded ERISA Liabilities. Any Plan shall fail to maintain the minimum funding standard required for any plan year or part thereof or a waiver of such standard or extension of any amortization period is sought or granted under Section 412 of the Code; any Plan having an Unfunded Current Liability in excess of $5,000,000 is, shall have been or is reasonably likely to be terminated or the subject of termination proceedings under ERISA; or the Company or any ERISA Affiliate has incurred or is likely to incur a liability to or on account of a Plan or a Multiemployer Plan under Section 515, 4062, 4063, 4064, 4069, 4201 or 4204 of ERISA, and there shall result from any such event or events the imposition of a Lien upon the assets of the Company or any ERISA Affiliate, the granting of a security interest by the Company or an ERISA Affiliate, or a liability or a material risk of incurring a liability to the PBGC or the Internal Revenue Service or a Plan or a penalty under Section 4971 of the Code, which liability, in the opinion of the Requisite Lenders, will have a Material Adverse Effect; or
