Withdrawal Liability. Liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
Withdrawal Liability. The Borrower or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Borrower or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification) could reasonably be expected to have a Material Adverse Effect.
Withdrawal Liability. The Company will cooperate with Parent and use its best efforts to obtain from each Multiemployer Plan as soon as possible following the execution of this Agreement (i) a copy of each Multiemployer Plan and all amendments thereto and (ii) an estimate of the withdrawal liability as defined in Section 4201 of ERISA (without regard to any subsequent reduction or waiver of such liability under Section 4207 or 4208 of ERISA) which would be owed by the Company or its ERISA Affiliates to such Multiemployer Plan if the Company or its ERISA Affiliates ceased contributing to such Multiemployer Plan immediately before the consummation of the transactions contemplated by this Agreement (the "Withdrawal Liability"); the Company will cooperate with Parent and use reasonable efforts to obtain (and provide to Parent) from each Multiemployer Plan as soon as possible following the execution of this Agreement all information necessary for the Company to compute the Withdrawal Liability; the Company will provide all such documents, information and estimates requested in this Section 6.16 to Parent upon receipt.
Withdrawal Liability. 52 ARTICLE 7
Withdrawal Liability. 52 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER, dated as of July 24, 1997 (the "Agreement"), is made and entered into by and among NORTEK, INC., a Delaware corporation ("Parent"), NTK SUB, INC., a Delaware corporation and a wholly owned subsidiary of Parent ("Sub"), and PLY GEM INDUSTRIES, INC., a Delaware corporation (the "Company").
Withdrawal Liability. Borrower, any Guarantor or any member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by Borrower or any Guarantor or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification), exceeds $5,000,000 or requires payments exceeding $2,000,000 per annum; provided, however, that such event shall not constitute an Event of Default as long as Borrower, such Guarantor or the Controlled Group member, as applicable, is contesting in good faith the imposition of withdrawal liability.
Withdrawal Liability. Holdco or any other member of the Controlled Group shall have been notified by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to such Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid to Multiemployer Plans by Holdco or any other member of the Controlled Group as withdrawal liability (determined as of the date of such notification) could reasonably be expected to have a Material Adverse Effect.
Withdrawal Liability. Withdrawal liability within the meaning of Part I of Subtitle E of Title IV of ERISA.
Withdrawal Liability. Neither Borrower nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan that has had or is reasonably likely to have a Materially Adverse Effect.
Withdrawal Liability. Neither the Borrower nor an ERISA Affiliate has made a complete or partial withdrawal from a Multiemployer Plan. To the best knowledge of the Borrower, the aggregate liability to which the Borrower or any ERISA Affiliate would become subject under ERISA if the Borrower and all ERISA Affiliates were to withdraw completely from all Multiemployer Plans as of the most recent valuation date, together with any secondary liability for withdrawal liability the Borrower and any ERISA Affiliate may have as of the date hereof, would not have a Material Adverse Effect on the business, operations, property or financial or other condition of the Borrower and its ERISA Affiliates, taken as a whole. To the best knowledge of the Borrower, no such Multiemployer Plan is in reorganization (as such term is defined in Section 4241 of ERISA) or is insolvent (as such term is defined in Section 4245 of ERISA).
