Absence of Certain Events and Arrangements Sample Clauses

Absence of Certain Events and Arrangements. (1) There is no pending or, to the Company's knowledge, threatened, legal action, proceeding, or investigation, other than routine claims for benefits, concerning any Employee Benefit Plan, or any fiduciary or service provider thereof and there is no basis for any such legal action or proceeding. (2) No Employee Benefit Plan, nor any party in interest in respect thereof has engaged in a prohibited transaction that could subject the Company, directly or indirectly, to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code. (3) No communication, report, or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan. (4) No Employee Benefit Plan provides welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent required by applicable state insurance laws and Title I, Part 6 of ERISA). (5) The Company has not undertaken to maintain any Employee Benefit Plan for any specific period of time and each such plan is terminable at the sole discretion of the Company, subject only to such constraints as may imposed by applicable law. (6) No Employee Benefit Plan is maintained pursuant to a collective bargaining agreement or is or has been subject to the minimum funding requirements of Section 302 of ERISA or Section 412 of the Code.

Absence of Certain Events and Arrangements. There is no pending, or to the best of Seller's Knowledge, threatened, Action, other than routine claims for benefits, concerning any Employee Benefit Plan, or to the best of Seller's Knowledge, any fiduciary or service provider thereof, and to the best of Seller's Knowledge, there is no basis for any such Action. (1) No liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("PBGC") or any multi-employer plan has been incurred by Seller or any of its ERISA affiliates (other than insurance premiums satisfied in due course). (2) No reportable event, or event or condition that presents a material risk of termination by the PBGC, has occurred with respect to any Employee Benefit Plan, or any retirement plan of an ERISA affiliate of Seller, which is subject to Title IV of ERISA. (3) No Employee Benefit Plan nor any party in interest with respect thereof, has engaged in a prohibited transaction that could subject Seller directly or indirectly to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code. (4) No communication, report, or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan. (5) No Employee Benefit Plan provides welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent required by applicable state insurance laws and Title I, Part 6 of ERISA). (6) No benefits due under any Employee Benefit Plan have been forfeited subject to the possibility of reinstatement (which possibility would still exist at or after the Closing). (7) Seller has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of Seller, subject only to such constraints as may be imposed by applicable law. (8) Seller has not announced its intention, or undertaken (whether or not legally bound) to modify or terminate any Employee Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of an Employee Benefit Plan.

Absence of Certain Events and Arrangements. (i) There is no pending or, to the Company's knowledge, threatened, legal action, proceeding, or investigation, other than routine claims for benefits, concerning any Employee Benefit Plan, or any fiduciary or service provider thereof and there is no basis for any such legal action or proceeding. (ii) No Employee Benefit Plan, nor any party in interest in respect thereof has engaged in a prohibited transaction that could subject the Company or any of its Subsidiaries, directly or indirectly, to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code. (iii) No communication, report, or disclosure has been made that, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan. (iv) No Employee Benefit Plan provides welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent required by applicable state insurance laws and Title I, Part 6 of ERISA). (v) Neither the Company, nor any of its Subsidiaries, has undertaken to maintain any Employee Benefit Plan for any specific period of time and each such plan is terminable at the sole discretion of the Company or its Subsidiary, as the case may be, subject only to such constraints as may be imposed by applicable law. (vi) No Employee Benefit Plan is maintained pursuant to a collective bargaining agreement or is or has been subject to the minimum funding requirements of Section 302 of ERISA or Section 412 of the Code.

Absence of Certain Events and Arrangements. (i) There is no pending, or to the Knowledge of the Company, threatened, legal action, proceeding, or investigation, other than routine claims for benefits, concerning any Employee Benefit Plan, or to the Knowledge of the Company, any fiduciary or service provider thereof, and to the Knowledge of the Company, there is no basis for any such legal action, proceeding, or investigation. ​

Absence of Certain Events and Arrangements. (i) There is no material pending or, to the best knowledge of the Company, threatened legal action, proceeding or investigation, other than routine claims for benefits, concerning any Employee Benefit Plan or to the best knowledge of the Company any fiduciary or service provider thereof and, to the knowledge of the Company, there is no basis for any such legal action or proceeding. (ii) Neither the Company nor any affiliate maintains or contributes to or has heretofore maintained or contributed to any plan subject to Title IV of ERISA or Section 412 of the Code or any multi-employer plan, and no liability under Title IV of ERISA has been incurred by the Company or any affiliate. (iii) No Employee Benefit Plan nor any party in interest with respect thereof, has engaged in a prohibited transaction which could subject the Company directly or indirectly to material liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code. (iv) No Employee Benefit Plan provides welfare benefits subsequent to termination of employment to employees or their beneficiaries except to the extent required by applicable state insurance laws or Title I, Part 6 of ERISA. (v) The Company has not announced its intention, or committed (whether or not legally bound) to modify or terminate any Employee Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of an Employee Benefit Plan. (vi) Each Employee Benefit Plan (other than individual agreements) is terminable at the sole discretion of the sponsor thereof, subject only to such constraints as may imposed by applicable law.

Absence of Certain Events and Arrangements. In connection with the Business Employees: (i) there are no pending or, to the Knowledge of Seller, threatened Actions against either Seller Group Member by any Business employee or Business Contractor or former Business employees, other than routine claims for benefits, concerning any Business Employee Benefit Plan or, to the Knowledge of Seller, any fiduciary or service provider thereof that could result in a liability to either Seller Group Member and, to the Knowledge of Seller, there is no basis for any such Action; (ii) no Business Employee Benefit Plan is subject to Title IV of ERISA, and neither Seller Group Member has any outstanding liability under Title IV of ERISA or Section 412 of the Code, including as a consequence of being considered a single employer with any other Person under Section 414 of the Code or Title IV of ERISA or with respect to any “multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA; (iii) no Business Employee Benefit Plan has engaged in a prohibited transaction which could subject either Seller Group Member, directly or indirectly, to material liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code; (iv) except as required by applicable Law, this Agreement or the Transaction, neither Seller Group Member has announced its intention to materially modify or terminate any Business Employee Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of an Business Employee Benefit Plan; and (v) Neither Seller Group Member has any liability in respect of post-retirement health, medical or life insurance benefits for retired, former or current Business Employees except as required to avoid the excise Tax under section 4980B of the Code.

Absence of Certain Events and Arrangements. There is no pending or, to the Knowledge of the Sellers, threatened, legal action, Proceeding, or investigation, other than routine claims for benefits, concerning any Employee Benefit Plan, or any fiduciary or service provider thereof and, to the Knowledge of the Sellers, there is no basis for any such legal action or Proceeding.

Absence of Certain Events and Arrangements. Except as set forth in Section 4.19(d)

Absence of Certain Events and Arrangements. Except as set forth in Section 3.19(d) of the Company Disclosure Schedule: (i) there is no pending or, to the knowledge of the Company, threatened legal action, proceeding or investigation, other than routine claims for benefits, concerning any Employee Benefit Plan or, to the knowledge of the Company, any fiduciary or service provider thereof, and, to the knowledge of the Company, there is no basis for any such legal action or proceeding; (ii) no liability (contingent or otherwise) to the PBGC or any multi-employer plan has been incurred by the Company (other than insurance premiums satisfied in due course); (iii) no reportable event, or event or condition which presents a material risk of termination by the PBGC has occurred with respect to any Employee Benefit Plan; (iv) no Employee Benefit Plan or any party in interest with respect thereof has, to the knowledge of the Company, engaged in a prohibited transaction which could subject the Company or any of its Subsidiaries directly or indirectly to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code; (v) no Employee Benefit Plan provides welfare benefits subsequent to termination of employment to employees or their beneficiaries, except to the extent required by applicable state laws and Title I, Part 6 of ERISA; (vi) the Company has not announced any intention to modify or terminate any Employee Benefit Plan or adopt any arrangement or program which, once established, would come within the definition of an Employee Benefit Plan; and (vii) the Company has not undertaken to maintain any Employee Benefit Plan for any period of time, and each Employee Benefit Plan is terminable at the sole discretion of the sponsor thereof, subject only to such constraints as may be imposed by applicable law.