ESOT Trustee definition
Examples of ESOT Trustee in a sentence
To the Company's knowledge, neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or the ESOT contrary to or inconsistent with the accuracy of any representation or warranty set forth in section 6.5(c) or section 6.19 that could reasonably be expected to have in a Material Adverse Effect.
With respect to each Plan, the Borrower and each of its Subsidiaries and the ESOP Fiduciary and, to the best knowledge of the Borrower, the ESOT Trustee are in compliance in all material respects with the responsibilities, obligations and duties, if any, imposed on them by ERISA and the Code.
To the Borrower’s knowledge, neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or ESOT contrary to or inconsistent with the accuracy of any representation or warranty set forth at Section 6.6(C) or Section 6.20 that could reasonably be expected to result in a Material Adverse Effect.
The trustee of the ESOT (the "ESOT Trustee") will be determined in accordance with and shall have the rights and obligations specified in Annex L hereto and the ESOT Agreements.
There shall be no finding, holding, ruling or other determination not subject to cure made by any court or Governmental Authority, and there shall be no assertion by the ESOP Fiduciary, or, to the best knowledge of the Company, the ESOT Trustee, concerning any matter with respect to the ESOP or ESOT contrary to or inconsistent with any covenant set forth in section 10.3(s) through (z) which assertion could reasonably be expected to have a Material Adverse Effect.
To the Borrower's knowledge, neither the ESOP Fiduciary nor the ESOT Trustee has made any assertion with respect to the ESOP or ESOT contrary to or inconsistent with the accuracy of any representation or warranty set forth at Section 6.6(C) or Section 6.20 that could reasonably be expected to result in a Material Adverse Effect.
The Buyer and Merger Sub acknowledge that they have no knowledge of any breach by the Company or Equity Holders or the ESOT Trustee of any of the representations and warranties set forth in Article V.
The ESOT Trustee has independently preliminarily determined, in the exercise of its judgment and without direction from the Company or any of its Affiliates, that the proposed sale of the Company Stock in accordance with this Agreement and the other Documents is prudent and in the best interest of the ESOP participants and in compliance with all applicable provisions of the Code and ERISA.
With respect to each Plan, the Company and each of its Subsidiaries, the ESOP Fiduciary and, to the best knowledge of the Company, the ESOT Trustee are in compliance in all material respects with the responsibilities, obligations and duties, if any, imposed on them by ERISA and the Code.
The ESOT Trustee, the Representative, the Company and other parties thereto shall have entered into the Agreement Relating to Covenants After Merger with respect to the disposition of the Plan, satisfactory to the ESOT Trustee.