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Code. Except as set forth on Section 3.12(c) of the Disclosure Schedules, there are no unfunded benefit liabilities within the meaning of Section 4001(a)(16) of ERISA with respect to any Company Pension Plan, as determined under reasonable actuarial assumptions (based on the Plan’s most recent actuarial report). No Company Pension Plan subject to the requirements of Section 412 of the Code or Section 302 of ERISA has incurred an “accumulated funding deficiency” (as defined in such applicable section and any regulations thereunder), whether or not waived. No liability to the Pension Benefit Guaranty Corporation, other than payment of required premiums (all of which have been paid or will be paid when due), has been incurred by Company or any ERISA Affiliate with respect to any Company Pension Plan. Company or any ERISA Affiliate have not taken any action to terminate any Company Pension Plan or any action that would reasonably be expected have resulted in a partial termination of any Company Pension Plan. No “reportable event” (as defined in ERISA and the regulations thereunder, but excluding any event for which the thirty day notice requirement has been waived) has occurred or is continuing to occur with respect to any Company Pension Plan.

(d) Except as is not material or as disclosed in Section 3.12(d) of the Disclosure Schedules: (i) each Company Benefit Plan in effect on the date hereof has been administered in all respects in accordance with its terms, and Company, each ERISA Affiliate and each Company Subsidiary and all Company Benefit Plans are in compliance with the applicable provisions of ERISA, the Code and other applicable Laws as to Company Benefit Plans; (ii) all contributions, including participant contributions, required under each Company Benefit Plan have been made in full on a timely and proper basis pursuant to the terms of such plans and applicable Law; (iii) with respect to Company Benefit Plans, individually and in the aggregate, no event has occurred, and there exists no condition or set of circumstances, including claims, audits, and investigations, in connection with which Company, any ERISA Affiliate or any of Company Subsidiaries could reasonably be expected to become subject to liability under ERISA, the Code or any other applicable Law; (iv) the amounts payable pursuant to the terms of a Company Benefit Plan will not be subject to any income tax deduction limit under Section 162(m) of the Code or any other applicable Law; (v) each Company Pension Plan that is intended to comply with the provisions of Section 401(a) of the Code has been the subject of a determination letter from the Internal Revenue Service to the effect that such Company Pension Plan currently is qualified and exempt from income Taxes under Section 401(a) of the Code and the trust relating to such plan is exempt from income Taxes under Section 501(a) of the Code, and no such determination letter has been revoked and, to the Knowledge of Seller, revocation has not been threatened; (vi) Company has made available to Buyer a copy of the most recent determination letter received with respect to each Company Pension Plan for which such a letter has been issued, as well as a copy of any pending application for a determination letter; (vii) there are no understandings, agreements or undertakings, written or oral, with any person (other than the express terms of any Company Benefit Plans) that would (pursuant to any such understandings, agreements or undertakings) reasonably be expected to result in any liabilities if any Company Benefit Plan was amended or terminated on or at any time after the Closing or that would prevent any unilateral action by Company (or, after the Closing, Buyer) to effect such amendment or termination; (viii) other than with respect to Company Options, no present or former officers, employees, directors or independent contractors of Company or any Company Subsidiary will be entitled to any additional benefits or any acceleration of the time of payment, funding or vesting of any benefits under any Company Benefit Plan as a result of the transactions contemplated by this


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