Common use of Absence of Certain Events and Arrangements Clause in Contracts

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. (ii) No liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation (“PBGC”) has been incurred by the Company or any corporation, trade, business or entity under common control with the Company within the meaning of Section 414 of the Code or Section 4001 of ERISA (“ERISA Affiliate”). (iii) 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 the Company, which is subject to Title IV of ERISA. (iv) No Employee Benefit Plan nor any party in interest with respect thereto, 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. (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 insurance laws and Title I, Subtitle B, Part 6 of ERISA). ​ ​ ​ ​ ​ (vi) The Company has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Employee Benefit Plan is terminable at the sole discretion of the Company, subject only to such constraints as may be imposed by applicable law. (vii) Neither the Seller nor the Company has 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 constitute an Employee Benefit Plan.

Absence of Certain Events and Arrangements. (i) There is no pending, pending or to the Knowledge of the Company, threatened, threatened legal action, proceeding, proceeding or investigationinvestigation or audit, other than routine claims for benefits, concerning any Employee Benefit Plan, Plan or to the Knowledge best knowledge of the Company, Company any fiduciary or service provider thereofthereof and, and to the Knowledge best knowledge of the Company, there is no basis for any such legal action, proceeding, proceeding or investigation. (ii) No liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation (“PBGC”) PBGC or any Multiemployer Plan has been incurred by the any Company Party or any corporation, trade, business or entity under common control with the ERISA Affiliate of any Company within the meaning of Section 414 of the Code or Section 4001 of ERISA Party (“ERISA Affiliate”other than insurance premiums satisfied in due course). (iii) No reportable event, or event or condition that which 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 the Companyany Company Party, which is subject to Title IV of ERISA. (iv) No Employee Benefit Plan nor any party in interest with respect theretothereof, has engaged in a prohibited transaction that which could subject the any Company Party or ERISA Affiliate of any Company Party directly or indirectly to any material liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code. (v) No Employee Benefit Plan provides provides, or has provided, welfare benefits subsequent to termination of employment to employees or their beneficiaries (except to the extent required by applicable state or local insurance laws and Title I, Subtitle B, Part 6 of ERISA). ​ ​ ​ ​ ​COBRA or under a Collectively Bargained Plan. (vi) The No Company has not undertaken to maintain Party or ERISA Affiliate of any Employee Benefit Plan for any period of time and each such Employee Benefit Plan is terminable at the sole discretion of the Company, subject only to such constraints as may be imposed by applicable law. (vii) Neither the Seller nor the Company Party has announced its intention 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 constitute come within the definition of an Employee Benefit Plan. (vii) No Company Party or ERISA Affiliate of any Company Party has undertaken to maintain any Employee Benefit Plan for any period of time and each such Plan is terminable at the sole discretion of the sponsor thereof (other than the MFN Pension Plan), without cost or penalty other than the administrative costs of such termination, subject only to such constraints as may imposed by Applicable Law. Without limiting the generality of the foregoing, the Company Parties and their ERISA Affiliates may terminate any Employee Benefit Plan that is a defined benefit plan subject to Title IV of ERISA (other than the MFN Pension Plan) in a “standard termination” under Title IV of ERISA without making any additional contributions to such Employee Benefit Plan. (viii) No Company Party nor any ERISA Affiliate of any Company Party is the grantor of a grantor trust established pursuant to Subpart E or Subchapter J of the Code. (ix) No Termination Event has occurred or is reasonably expected to occur. (x) No Company Party is or will become a “government plan” within the meaning of Section 3(32) of ERISA, and all transactions by each Company Party are not and will not be subject to state statutes regulating investments of, or fiduciary obligations with respect to, government plans. (xi) No Employee Benefit Plan provides “deferred compensation” within the meaning of Section 409A of the Code that could subject participants in such Employee Benefit Plan to additional Taxes under such Section.

Absence of Certain Events and Arrangements. Except as set forth on Section 6.14(d) of the Company Disclosure Schedule, (i) There there is no pendingpending or, or to the Knowledge knowledge of the Company, threatened, threatened legal action, proceeding, proceeding or investigation, other than routine claims for benefits, concerning any Employee Benefit Plan, Plan or to the Knowledge knowledge of the Company, Company any fiduciary or service provider thereofthereof and, and to the Knowledge knowledge of the Company, there is no basis for any such legal action, action or proceeding, or investigation.; (ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation (“"PBGC”") or any multi-employer plan has been incurred by the Company or any corporation, trade, business or entity under common control with the Company within the meaning of Section 414 of the Code or Section 4001 of ERISA its Affiliates (“ERISA Affiliate”other than insurance premiums satisfied in due course).; (iii) No no reportable event, or event or condition that which 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 the Company, which is subject to Title IV of ERISA.; (iv) No Employee Benefit Plan nor neither the Company nor, to the Company's knowledge, any other party in interest with respect theretoto any Employee Benefit Plan, has engaged in a prohibited transaction that known to the Company which could subject the Company directly or indirectly to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.; (v) No 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, Subtitle B, Part 6 of ERISA). ​ ​ ​ ​ ​; (vi) The the Company has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Employee Benefit Plan is terminable at the sole discretion of the Company, subject only to such constraints as may be imposed by applicable law. (vii) Neither the Seller nor the Company has 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 constitute 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 such Plan 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. Except as set forth in Section 3.20(d) of the Company Disclosure Schedule: (i) There there is no pendingpending or, or to the Knowledge of the Company, threatened, threatened legal action, proceeding, proceeding or investigation, other than routine claims for benefits, concerning any Employee Benefit PlanPlan or, or to the Knowledge of the Company, any fiduciary or service provider thereofthereof and, and to the Knowledge of the Company, there is no basis for any such legal action, action or proceeding, or investigation.; (ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation (“PBGC”) PBGC or any multi-employer plan has been incurred by the Company or any corporation, trade, business of its Affiliates or entity under common control with the Company within the meaning of Section 414 of the Code or Section 4001 of ERISA Subsidiaries (“ERISA Affiliate”other than insurance premiums satisfied in due course).; (iii) No no reportable event, or event or condition that which 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 or Subsidiary of the Company, which is subject to Title IV of ERISA.; (iv) No no Employee Benefit Plan nor any party in interest with respect theretothereof has, has to the Knowledge of the Company, engaged in a prohibited transaction that 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 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, Subtitle B, Part 6 of ERISA). ​ ​ ​ ​ ​; (vi) The neither the Company nor any of its Subsidiaries has not announced its 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) neither the Company nor any of its Subsidiaries has undertaken to maintain any Employee Benefit Plan for any period of time and each such Employee Benefit Plan is terminable at the sole discretion of the Companysponsor thereof, subject only to such constraints as may be imposed by applicable law. (vii) Neither the Seller nor the Company has 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 constitute an Employee Benefit Plan.

Absence of Certain Events and Arrangements. Except as set forth in Section 3.20(d) of the Company Disclosure Schedule: (i) There there is no pendingpending or, or to the Knowledge of the Company, threatened, threatened legal action, proceeding, proceeding or investigation, other than routine claims for benefits, concerning any Employee Benefit PlanPlan or, or to the Knowledge of the Company, any fiduciary or service provider thereofthereof and, and to the Knowledge of the Company, there is no basis for any such legal action, action or proceeding, or investigation.; (ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation (“PBGC”) PBGC or any multi-employer plan has been incurred by the Company or any corporation, trade, business of its Affiliates or entity under common control with the Company within the meaning of Section 414 of the Code or Section 4001 of ERISA Subsidiaries (“ERISA Affiliate”other than insurance premiums satisfied in due course).; (iii) No reportable event, or event or condition that presents a material risk of termination by the PBGC, has occurred with respect to any no Employee Benefit Plan, or any retirement plan of an ERISA Affiliate or Subsidiary of the Company, which Company is subject to Title IV of ERISA.; (iv) No no Employee Benefit Plan nor any party in interest with respect theretothereto has, has to the Knowledge of the Company, engaged in a prohibited transaction that 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 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 Laws and Title I, Subtitle B, Part 6 of ERISA). ​ ​ ​ ​ ​; (vi) The neither the Company nor any of its Subsidiaries has not announced its 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) neither the Company nor any of its Subsidiaries has undertaken to maintain any Employee Benefit Plan for any period of time and each such Employee Benefit Plan is terminable at the sole discretion of the Companysponsor thereof, subject only to such constraints as may be imposed by applicable lawLaw (including, for the avoidance of doubt, applicable Laws of any foreign jurisdictions where employees are employed). (viiviii) Neither the Seller nor the Company has announced its intention or undertaken (whether or not legally bound) to modify or terminate any No Employee Benefit Plan provides medical benefits beyond termination of employment or adopt retirement other than healthcare continuation coverage under Section 4980B of the Code. (ix) Except as otherwise prohibited by applicable Law or in this Agreement, each Employee Benefit Plan (excluding any arrangement agreements) may be amended or program whichterminated unilaterally by the Company or Subsidiaries of the Company at any time without liability or expense to the Company or Subsidiaries of the Company as a result thereof, once establishedand no plan documentation or agreement, would constitute an summary plan, description, or other written communication regarding any such plan restricts or prohibits the Company or Subsidiaries of the Company from amending or terminating any Employee Benefit Plan.

Absence of Certain Events and Arrangements. Except as set forth on Section 3.13(d) of the Disclosure Schedule, (i) There there is no pendingpending or, or to the Knowledge of the Company’s Knowledge, threatened, threatened legal action, proceeding, proceeding or investigation, other than routine claims for benefits, concerning any Company Employee Benefit PlanPlan or, or to the Knowledge of the Company’s Knowledge, any fiduciary or service provider thereofthereof and, and to the Knowledge of the Company’s Knowledge, there is no basis for any such legal action, proceeding, proceeding or investigation.; (ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation (“PBGC”) or any Multiemployer Plan has been incurred by the Company or any corporation, trade, business or entity under common control with the Company ERISA Affiliate (other than insurance premiums satisfied in due course); (iii) no reportable event within the meaning of Section 414 4043 of the Code or Section 4001 of ERISA (“ERISA Affiliate”). (iii) No reportable eventERISA, or event or condition that which presents a material risk of termination by the PBGC, has occurred with respect to any Company Employee Benefit Plan, or any retirement plan of an ERISA Affiliate of the CompanyAffiliate, which is subject to Title IV of ERISA.; (iv) No no Company Employee Benefit Plan nor nor, to the Company’s Knowledge, any person who is a party in interest with in respect theretoof an Company Employee Plan within the meaning of Section 3(14) of ERISA, has engaged in a prohibited transaction that which could subject the Company or any Subsidiary directly or indirectly to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.; (v) No no Company 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, Subtitle B, Part 6 of ERISA). ​ ​ ​ ​ ​; (vi) The Company has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Employee Benefit Plan is terminable at the sole discretion of the Companyexcept as set forth this Agreement, subject only to such constraints as may be imposed by applicable law. (vii) Neither the Seller nor neither the Company nor any Subsidiary has announced its intention intention, or undertaken (whether or not legally bound) to modify or terminate any Company Employee Benefit Plan or adopt any arrangement or program which, once established, would constitute come within the definition of an Company Employee Benefit Plan; (vii) each Company Employee Plan is terminable at the sole discretion of the sponsor thereof and without penalty or cost (other than routine administrative costs), subject only to such constraints as may be imposed by applicable law; and (viii) neither the Company nor any Subsidiary has any liability, including under any Company Employee Plan, arising out of the improper treatment of any service provider as a consultant or independent contractor and not as an employee, or vice-versa.

Absence of Certain Events and Arrangements. (i) There is no pending, or to the Knowledge of the CompanySellers, threatened, legal action, proceeding, or investigation, other than routine claims for benefits, concerning any Employee Benefit Plan, or to the Knowledge of the CompanySellers, any fiduciary or service provider thereof, and to the Knowledge of the CompanySellers, there is no basis for any such legal action, proceeding, or investigation. (ii) No liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation (“PBGC”) has been incurred by the Company or any corporation, trade, business or entity under common control with the Company within the meaning of Section 414 of the Code or Section 4001 of ERISA (“ERISA Affiliate”). (iii) 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 the Company, which is subject to Title IV of ERISA. (iv) No Employee Benefit Plan nor any party in interest with respect thereto, 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. (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 insurance laws and Title I, Subtitle B, Part 6 of ERISA). ​ ​ ​ ​ ​. (vi) The Company has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Employee Benefit Plan is terminable at the sole discretion of the Company, subject only to such constraints as may be imposed by applicable law. (vii) Neither the Seller nor the Company has 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 constitute an Employee Benefit Plan.

Absence of Certain Events and Arrangements. (i) There is no pending, or to the Knowledge of the CompanyCompanies’ Knowledge, threatened, legal action, proceeding, or investigation, other than routine claims for benefits, concerning any Employee Benefit Plan, or to the Knowledge of the CompanyCompanies’ Knowledge, any fiduciary or service provider thereof, and to the Knowledge of the CompanyCompanies’ Knowledge, there is no basis for any such legal action, proceeding, or investigation.. ​ (ii) No liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation (“PBGC”) has been incurred by the either Company or any corporation, trade, business or entity under common control with the Company within the meaning of Section 414 of the Code or Section 4001 of ERISA (“ERISA Affiliate”).. ​ (iii) 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 the either Company, which is subject to Title IV of ERISA.. ​ (iv) No Employee Benefit Plan nor any party in interest with respect thereto, has engaged in a prohibited transaction that could subject the either Company 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 insurance laws and Title I, Subtitle B, Part 6 of ERISA). ​ ​ ​ ​ ​ (vi) The Neither Company has not undertaken to maintain any Employee Benefit Plan for any period of time and each such Employee Benefit Plan is terminable at the sole ​ ​ ​ ​ discretion of the either Company, subject only to such constraints as may be imposed by applicable law.. ​ (vii) Neither the Seller nor the either Company has 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 constitute an Employee Benefit Plan.. ​