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

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. There Except as set forth in Section 3.20(d) of the Company Disclosure Schedule: (i) there is no pendingpending or, or to the best knowledge of Seller's Knowledgethe Company, threatenedthreatened legal action, Actionproceeding or investigation, other than routine claims for benefits, concerning any Employee Benefit PlanPlan or, or to the best knowledge of Seller's Knowledgethe Company, any fiduciary or service provider thereofthereof and, and to the best knowledge of Seller's Knowledgethe Company, there is no basis for any such Action.legal action or proceeding; (1ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("PBGC") PBGC or any multi-employer plan has been incurred by Seller the Company or any of its ERISA affiliates Affiliates or Subsidiaries (other than insurance premiums satisfied in due course).; (2iii) 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 Affiliate or Subsidiary of Sellerthe Company, which is subject to Title IV of ERISA.; (3iv) No no Employee Benefit Plan nor any party in interest with respect thereofthereof has, has to the knowledge of the Company, engaged in a prohibited transaction that which could subject Seller 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.; (4v) 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 no Employee Benefit Plan provides welfare health 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).; (6vi) No benefits due under neither the Company nor 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 its Subsidiaries 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) 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 sponsor thereof, subject only to such constraints as may be imposed by applicable law and the ordinary costs of termination and cancellation of the applicable contracts.

Absence of Certain Events and Arrangements. There Except as set forth in Section 3.20(d) of the Company Disclosure Schedule: (i) there is no pendingpending or, or to the best knowledge of Seller's Knowledgethe Company, threatenedthreatened legal action, Actionproceeding or investigation, other than routine claims for benefits, concerning any Employee Benefit PlanPlan or, or to the best knowledge of Seller's Knowledgethe Company, any fiduciary or service provider thereof, and to the best of Seller's Knowledge, there is no basis for any such Action.; (1ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("PBGC") PBGC or any multi-employer plan has been incurred by Seller the Company or any of its ERISA affiliates Affiliates or Subsidiaries (other than insurance premiums satisfied in due course).; (2iii) 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 Affiliate or Subsidiary of Sellerthe Company, which is subject to Title IV of ERISA.; (3iv) No no Employee Benefit Plan nor any party in interest with respect thereofthereof has, has to the knowledge of the Company, engaged in a prohibited transaction that which could subject Seller the Company or any of its Subsidiaries directly or indirectly to material liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.; (4v) 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 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).; (6vi) No benefits due under neither the Company nor 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 its Subsidiaries 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) 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, except for amendments required by law; and (vii) neither the Company nor any of its Subsidiaries has undertaken to maintain any Employee Benefit Plan for any stated period of time and each such 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.

Absence of Certain Events and Arrangements. There Except as set ------------------------------------------ forth on Schedule 5.18(d) of the Disclosure Schedules, ---------------- (i) there is no pendingpending or, or to the best knowledge of Seller's Knowledgethe Sellers, threatenedthreatened legal action, Actionproceeding or investigation, other than routine claims for benefits, concerning any Employee Benefit Plan, Plan identified in Schedule 2.1(d) of the Disclosure Schedules or to --------------- the best knowledge of Seller's Knowledge, the Sellers any fiduciary or service provider thereofthereof and, and to the best knowledge of Seller's Knowledgethe Sellers, there is no basis for any such Action.legal action or proceeding; (1ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("PBGC") or any multi-employer ---- plan has been incurred by Seller either the Sellers or any of its ERISA affiliates Affiliate thereof (other than insurance premiums satisfied in due course).; (2iii) 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 Affiliate of Sellerthe Sellers, which is subject to Title IV of ERISA.; (3iv) No no Employee Benefit Plan nor any party in interest with respect thereof, has engaged in a prohibited transaction that could which would subject Seller the Sellers directly or indirectly to liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.; (4v) No no communication, report, report or disclosure has been made thatwhich, at the time made, did not accurately reflect the terms and operations of any Employee Benefit Plan.; (5vi) No no Employee Benefit Plan identified in Schedule 2.1(d) --------------- of the Disclosure Schedules 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).; (6vii) No benefits due under any Employee Benefit Plan the Sellers 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 their intention, or undertaken (whether or not legally bound) to modify or terminate any Employee Benefit Plan identified in Schedule 2.1(d) of the Disclosure --------------- Schedules or adopt any arrangement or program which, once established, would come within the definition of an Employment Benefit Plan and would be maintained for the benefit of any director, officer, consultant or employee, whether active or terminated, of the Sellers employed in the Business; and (viii) the Sellers have not undertaken to maintain any Employee Benefit PlanPlan identified in Schedule 2.1(d) of the --------------- Disclosure Schedules 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 be imposed by applicable law.

Absence of Certain Events and Arrangements. There Except as set forth in Section 4.20(d) of the Company Disclosure Schedule: (i) there is no pendingpending or, or to the best knowledge of Seller's Knowledgethe Company, threatenedthreatened legal action, Actionproceeding or investigation, other than routine claims for benefits, concerning any Employee Benefit PlanPlan or, or to the best knowledge of Seller's Knowledgethe Company, any fiduciary or service provider thereof, and to the best of Seller's Knowledge, there is no basis for any such Action.; (1ii) No no liability (contingent or otherwise) to the Pension Benefit Guaranty Corporation ("PBGC") PBGC or any multi-employer plan has been incurred by Seller the Company or any of its ERISA affiliates Affiliates or Subsidiaries (other than insurance premiums satisfied in due course).; (2iii) 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 Affiliate or Subsidiary of Sellerthe Company, which is subject to Title IV of ERISA.; (3iv) No no Employee Benefit Plan nor any party in interest with respect thereofthereof has, has to the knowledge of the Company, engaged in a prohibited transaction that which could subject Seller the Company or any of its Subsidiaries directly or indirectly to material liability under Section 409 or 502(i) of ERISA or Section 4975 of the Code.; (4v) 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 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).; (6vi) No benefits due under neither the Company nor 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 its Subsidiaries 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) 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, except for amendments required by law; and (vii) neither the Company nor any of its Subsidiaries has undertaken to maintain any Employee Benefit Plan for any stated period of time and each such 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.