U.S. Employee Benefits. (a) Each US Credit Party and each ERISA Affiliate have complied in all material respects with all applicable laws regarding each Plan. Each Plan is, and has been, maintained and administered in substantial compliance with its terms, applicable collective bargaining agreements, and all applicable laws. No act, omission or transaction has occurred which could result in an imposition on any US Credit Party or any ERISA Affiliate (whether directly or indirectly) of (A) either a civil penalty assessed pursuant to Subsections (c), (i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (B) breach of fiduciary duty liability damages under Section 409 of ERISA which, in any case, could reasonably be expected to have a Material Adverse Effect.
(b) There exists no outstanding material liability of any US Credit Party or any ERISA Affiliate with respect to any Plan that has been terminated. No material liability to the PBGC (other than for the payment of current premiums which are not past due) by any US Credit Party or any ERISA Affiliate has been or is expected by any US Credit Party or any ERISA Affiliate to be incurred with respect to any Plan. No ERISA Termination Event with respect to any Plan has occurred or could reasonably be expected to occur.
(c) Except as set forth on Schedule 5.9, full payment when due has been made of all amounts which any US Credit Party or any ERISA Affiliate is required under the terms of each Plan or applicable law to have paid as contributions to such Plan (excluding any non-payment involving an amount that is not material), and 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.
(d) No Lien as described in Section 412(n) of the Code exists with respect to any Plan and there has been no failure to make a required contribution to any Plan which would result in the imposition of a Lien as described in Section 412(n) of the Code to exist.
(e) On the Closing Date, neither any US Credit Party nor any ERISA Affiliate sponsors, maintains or contributes to any "multiemployer plan" (as defined in Section 3(37) or 4001(a)(3) of ERISA) nor has incurred or expects to incur any material liability under Sections 4201 or 4243 of ERISA with respect to any multiemployer plan.
(f) Neither any US Credit Party nor any ERISA Affiliate is required to provide security to a Plan pursuant to Section 401(a)(...
U.S. Employee Benefits. Section 5.10
U.S. Employee Benefits. Except as set forth on Schedule 5(p), neither Horizon Lamps nor any of its subsidiaries sponsors, maintains, or is a party to, any Employee Benefit Plan, and participation in Employee Benefit Plans by employees of Horizon Lamps and its subsidiaries is solely through Employee Benefit Plans sponsored or maintained by Nordson or its ERISA Affiliates (other than Horizon Lamps or its subsidiaries). Each Employee Benefit Plan and all related trusts, insurance contracts and funds have been maintained, operated, funded and administered in material compliance with their terms and in material compliance with the applicable provisions of ERISA, the Code, and all other Applicable Laws. With respect to the Employee Benefit Plans, there are no circumstances pursuant to which Xxxxxxx could have any direct, contingent or secondary liability following the Closing Date.
U.S. Employee Benefits. (i) For purposes of this Section 3.16, the following terms have the definitions given below:
U.S. Employee Benefits. 20.1 The Disclosure Letter contains a true and complete list of each material US based (i) incentive compensation, equity compensation plan, “welfare plan”, fund or program (within the meaning of Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)); (ii) deferred compensation or “pension plan”, fund or program (within the meaning of Section 3(2) of ERISA); (iii) employment, termination or severance agreement under which any Target Group Company may have any outstanding obligation; and (iv) other employee benefit plan, fund, program, agreement or arrangement, in each case, that is sponsored, maintained or contributed to or required to be contributed to by any Target Group Company or by any trade or business, whether or not incorporated, that together with such Target Group Company would be deemed a “single employer” within the meaning of Section 4001(b) of ERISA (an “ERISA Affiliate”), or to which any Target Group Company or an ERISA Affiliate is party, for the benefit of any employee or director of any Target Group Company (the “Company US Employee Plans”).
20.2 No Target Group Company nor any ERISA Affiliate maintains, contributes to, or sponsors (or has in the past six years maintained, contributed to, or sponsored) a multiemployer plan as defined in Section 3(37) of ERISA or a Company US Employee Plan that is subject to Title IV of ERISA.
20.3 Each US Company Employee Plan has been operated and administered in all material respects in accordance with its terms and applicable Law, including ERISA and the United States Internal Revenue Code of 1986 (the “Code”).
20.4 Each Company US Employee Plan intended to be “qualified” within the meaning of Section 401(a) of the Code is the subject of a letter from the IRS stating that it is so qualified and the trusts maintained thereunder are exempt from Taxation under Section 501(a) of the Code.
20.5 There are no pending or, so far as the Warrantors are aware, threatened claims against any Company US Employee Plan, by any Person or beneficiary covered under any such Company US Employee Plan (other than routine claims for benefits).
U.S. Employee Benefits. (1) Each US Credit Party and each ERISA Affiliate have complied in all material respects with all applicable laws regarding each Plan; (A) each Plan is, and has been, maintained and administered in substantial compliance with its terms, applicable collective bargaining agreements, and all applicable laws; and (B) no act, omission or transaction has occurred which could result in an imposition on any US Credit Party or any ERISA Affiliate (whether directly or indirectly) of (C) either a civil penalty assessed pursuant to Subsections (c), (i) or (l) of Section 502 of ERISA or a tax imposed pursuant to Chapter 43 of Subtitle D of the Code or (D) breach of fiduciary duty liability damages under Section 409 of ERISA which could reasonably be expected to have a Material Adverse Effect.
U.S. Employee Benefits. (A) This Warranty 24 shall apply solely to the U.S. Group.
(B) The Disclosure Letter lists (i) each "employee benefit plan", within the meaning of Section 3(3) of ERISA, (ii) any other material employee benefit plan, arrangement or policy, including any material stock option, stock purchase, stock award, deferred compensation, profit sharing, incentive, bonus, health, life insurance, cafeteria, flexible spending, dependent care, vacation pay, holiday pay, disability, sick pay, workers compensation, severance pay, employee loan or educational assistance plan, policy or arrangement, and (iii) any employment, consulting, change of control or severance agreement, in each case, which is sponsored or maintained by any member of the U.S. Group or by the Seller or any other affiliate of a member of the U.S. Group on behalf of current or former employees of the U.S. Group or their beneficiaries or dependants or pursuant to which any member of the U.S. Group has any material liability ("Benefit Plan"). Each Benefit Plan (other than a benefit plan or arrangement sponsored by the Seller) which is sponsored or maintained by a member of the U.S. Group shall be referred to as a "U.S. Benefit Plan".
(C) Each U.S. Benefit Plan has been operated and administered, in all material respects, in accordance with its terms and all applicable laws. Each U.S. Benefit Plan which is a "group health plan", within the meaning of Section 4980B of the IRC, maintained by Laporte U.S. or any ERISA Affiliate has been operated and administered, in all material respects, in compliance with the continuation coverage requirements of Section 4980B of the IRC and Part 6 of Title I of ERISA. Each U.S. Benefit Plan intended to be tax-qualified under Section 401(a) of the IRC has received a favourable determination letter from the Internal Revenue Service as to its tax-qualified status under the IRC and, to the Seller's knowledge, nothing has occurred since the date of such favourable determination letter which would adversely affect such qualified status of such plan. No "prohibited transaction" (within the meaning of Section 4975 of the IRC and Section 406 of ERISA) which could result in a material liability has occurred with respect to any U.S. Benefit Plan.
(D) No U.S. Benefit Plan provides health or life insurance benefits to retirees or other terminated employees of the U.S. Group, other than continuation coverage required by Section 4980B of the IRC or other applicable law.
(E) No U.S. Benefi...
U.S. Employee Benefits. (e) of the Equityholders' Disclosure Schedule lists each Employee Benefit Plan that CKS, PassGo, any PassGo Affiliate, or any ERISA Affiliate maintains or to which CKS, PassGo, any PassGo Affiliate or any ERISA Affiliate contributes.
U.S. Employee Benefits. (1) Except as would not reasonably be expected to have a Material Adverse Effect, each Plan is in compliance with the applicable provisions of ERISA and the IRC. Except as would not reasonably be expected to have a Material Adverse Effect, neither any Loan Party nor ERISA Affiliate has failed to make any contributions or pay any amount due as required by either Section 412 of the IRC or Section 302 of ERISA or the terms of any such Title IV Plan. No Loan Party has engaged in a “prohibited transaction” as defined in Section 406 of ERISA and Section 4975 of the IRC, in connection with any Plan, that would subject any Loan Party to a material tax on prohibited transactions imposed by Section 502(i) of ERISA or Section 4975 of the IRC in an amount that would reasonably be expected to have a Material Adverse Effect.
(2) As of the Closing Date, except as set forth in Schedule 4.11(A), (i) no ERISA Event or event described in Section 4062(e) of ERISA with respect to any Title IV Plan has occurred or is reasonably expected to occur; (ii) except as would not reasonably be expected to have a Material Adverse Effect, no Loan Party or ERISA Affiliate has incurred or reasonably expects to incur any liability as a result of a complete or partial withdrawal from a Multiemployer Plan; and (iii) except as would not reasonably be expected to have a Material Adverse Effect, within the last five years no Title IV Plan of any Loan Party or ERISA Affiliate has been terminated, whether or not in a “standard termination” as that term is used in Section 404(b)(1) of ERISA.
U.S. Employee Benefits. Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, each Company Plan complies in all respects with the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), the Code and all other applicable statutes and governmental rules and regulations. Neither the Company nor any of its ERISA Affiliates has withdrawn from any Multiemployer Plan or instituted, or is currently considering taking, any action to do so. Neither the Company nor any ERISA Affiliate of the Company sponsors, maintains or contributes to, or has in the past sponsored, maintained or contributed to, any Company Plan subject to Title IV of ERISA.
